<PAGE>
As filed with the Securities and Exchange Commission on March 8, 2000
Registration No. 333-31770
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
Amendment No. 1
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
PREDICTIVE SYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<CAPTION>
Delaware 7371 13-3808483
<S> <C> <C>
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation) or Organization) Classification Code Number) Identification Number)
</TABLE>
---------------------
145 Hudson Street
New York, New York 10013
(212) 219-4400
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
---------------------
Gary N. Papilsky, Esq.
Vice President and General Counsel
Predictive Systems, Inc.
145 Hudson Street
New York, NY 10013
(212) 219-4400
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agents for Service)
---------------------
Copies to:
Babak Yaghmaie, Esq. Philip P. Rossetti, Esq.
Brobeck, Phleger & Harrison LLP Hale and Dorr LLP
1633 Broadway, 47th Floor 60 State Street
New York, New York 10019 Boston, Massachusetts 02109
(212) 581-1600 (617) 526-6000
---------------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement becomes
effective.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. / /
---------------------
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution
The following table sets forth the costs and expenses, other than the
underwriting discounts and commissions, payable by the registrant in connection
with the issuance and distribution of the common stock being registered. All
amounts are estimates except the SEC registration fee, the NASD filing fee and
the Nasdaq National Market listing fee.
Amount to
be Paid
----------
SEC registration fee ...................................... $ 67,491
NASD filing fee ........................................... 26,065
Nasdaq National Market listing fee ........................ 17,500
Legal fees and expenses ................................... 200,000
Accounting fees and expenses .............................. 200,000
Printing and engraving expenses ........................... 200,000
Blue sky fees and expenses (including legal fees) ......... 10,000
Transfer Agent and Registrar fees and expenses ............ 20,000
Miscellaneous ............................................. 73,944
--------
Total ................................................. $815,000
========
Item 14. Indemnification of Directors and Officers
The Registrant's Amended and Restated Certificate of Incorporation in
effect as of the date hereof (the "Certificate") provides that, except to the
extent prohibited by the Delaware General Corporation Law, as amended (the
"DGCL"), the Registrant's directors shall not be personally liable to the
Registrant or its stockholders for monetary damages for any breach of fiduciary
duty as directors of the Registrant. Under the DGCL, the directors have a
fiduciary duty to the Registrant which is not eliminated by this provision of
the Certificate and, in appropriate circumstances, equitable remedies such as
injunctive or other forms of nonmonetary relief will remain available. In
addition, each director will continue to be subject to liability under the DGCL
for breach of the director's duty of loyalty to the Registrant, for acts or
omissions which are found by a court of competent jurisdiction to be not in
good faith or involving intentional misconduct, for knowing violations of law,
for actions leading to improper personal benefit to the director, and for
payment of dividends or approval of stock repurchases or redemptions that are
prohibited by the DGCL. This provision also does not affect the directors'
responsibilities under any other laws, such as the Federal securities laws or
state or Federal environmental laws. The Registrant maintains liability
insurance for its officers and directors.
Section 145 of the DGCL empowers a corporation to indemnify its directors
and officers and to purchase insurance with respect to liability arising out of
their capacity or status as directors and officers, provided that this
provision shall not eliminate or limit the liability of a director: (i) for any
breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) arising under
Section 174 of the DGCL, or (iv) for any transaction from which the director
derived an improper personal benefit. The DGCL provides further that the
indemnification permitted thereunder shall not be deemed exclusive of any other
rights to which the directors and officers may be entitled under the
corporation's bylaws, any agreement, a vote of stockholders or otherwise. The
Certificate eliminates the personal liability of directors to the fullest
extent permitted by Section 102(b)(7) of the DGCL and provides that the
Registrant may fully indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding (whether civil, criminal, administrative or investigative)
by reason of the fact that such person is or was a director or officer of the
Registrant, or is or was serving at the request of the Registrant as a
II-1
<PAGE>
director or officer of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding.
At present, there is no pending litigation or proceeding involving any
director, officer, employee or agent as to which indemnification will be
required or permitted under the Certificate. The Registrant is not aware of any
threatened litigation or proceeding that may result in a claim for such
indemnification.
Item 15. Recent Sales of Unregistered Securities
The Registrant has sold and issued the following securities since January
1, 1996:
1. On March 5, 1999, the Registrant issued 6,512,316 shares of Series A
Convertible Preferred Stock for an aggregate amount of $18,565,225.44 in
a private placement to six accredited investors in reliance upon the
exemption from registration provided by Section 4(2) of the Securities
Act of 1933 as amended (the "Securities Act").
2. On March 5, 1999, the Registrant issued warrants to purchase 15% of the
number of shares registered in its initial public offering at the initial
public offering price for an aggregate amount of $1,000 in a private
placement to two accredited investors in reliance upon the exemption from
registration provided by Section 4(2) of the Securities Act.
3. On August 12, 1999, the Registrant issued 1,062,814 shares of common
stock to two persons in exchange for all of the outstanding capital stock
of Network Resource Consultants and Company, B.V. in reliance upon the
exemption from registration provided by Section 4(2).
4. On September 16, 1999, the Registrant issued 1,242,000 shares of common
stock to Cisco Systems, Inc., an accredited investor, in a private
placement for an aggregate amount of $14,904,000 in reliance upon the
exemption from registration provided by Section 4(2) of the Securities
Act.
5. On September 22, 1999, the Registrant issued 94,867 and 18,133 shares of
common stock to General Atlantic Partners 57, L.P. and GAP Coinvestment
Partners II, L.P., both accredited investors, in a private placement for
an aggregate amount of $1,356,000 in reliance upon the exemption from
registration provided by Section 4(2) of the Securities Act.
6. The Registrant from time to time has granted stock options to employees,
directors and consultants in reliance upon exemption from registration
pursuant to either (i) issuances to accredited investors in private
placements pursuant to Section 4(2) of the Securities Act, or (ii)
issuances to employees, directors and consultants for services pursuant
to Rule 701 promulgated under the Securities Act. The following table
sets forth certain information regarding such grants:
<TABLE>
<CAPTION>
Number of Exercise
Shares Prices
----------- -----------------
<S> <C> <C>
January 1, 1996 to December 31, 1996 ......... 1,560,000 $ 0.50-$ 0.83
January 1, 1997 to December 31, 1997 ......... 3,856,800 $ 0.83-$ 1.25
January 1, 1998 to December 31, 1998 ......... 2,427,000 $ 1.25-$ 1.50
January 1, 1999 to present ................... 2,980,363 $ 1.50-$11.05
</TABLE>
No underwriters were involved in connection with the sales of securities
referred to in this Item 15.
II-2
<PAGE>
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits.
<TABLE>
<CAPTION>
Number Description
- --------------- -------------------------------------------------------------------------------------------
<S> <C>
1.1* Form of underwriting agreement.
3.1# Amended and Restated Certificate of Incorporation.
3.2## Amended and Restated By-laws.
4.1+ Specimen common stock certificate.
4.2 See Exhibits 3.1 and 3.2 for provisions of the Amended and Restated Certificate of
Incorporation and Amended and Restated By-laws of the Registrant defining the rights of
holders of Common Stock of the Registrant.
4.3+ Stock Purchase Warrant, dated March 5, 1999, by and between General Atlantic Partners
54, L.P. and the Registrant.
4.4+ Stock Purchase Warrant, dated March 5, 1999, by and between GAP Coinvestment
Partners II, L.P. and the Registrant.
5.1* Opinion of Brobeck, Phleger & Harrison LLP.
10.1+ 1999 Stock Incentive Plan.
10.2+ 1999 Employee Stock Purchase Plan.
10.4+ Employment Agreement, dated May 11, 1999, by and between Ronald Pettengill and the
Registrant.
10.5+ Employment Agreement, dated May 11, 1999, by and between Robert Belau and the
Registrant.
10.6+ Employment Agreement, dated January 22, 1999, by and between Kevin Holt and the
Registrant.
10.7+ Registration Rights Agreement, dated March 5, 1999.
10.8+ Secured Promissory Note, dated August 31, 1998, in favor of Brown Brothers Harriman & Co.
10.9+ Agreement of Lease, dated June 25, 1999, by and between the Registrant and Polestar
Fifth Property Associates LLC.
10.10** Development and License Agreement, dated July 29, 1998, by and between Bear, Stearns
& Co. Inc. and the Registrant.
10.10.1@ Statements of Work, by and between Bear, Stearns & Co. Inc. and the Registrant, entered
into pursuant to the Development and License Agreement included as Exhibit 10.10.
10.12** Consulting Services Agreement, dated October 15, 1998, by and between First Union
Corporation and the Registrant.
10.12.1@ Statement of Work, by and between First Union Corporation and the Registrant, entered
into pursuant to the Consulting Services Agreement included as Exhibit 10.12.
10.13** Strategic Partnering Agreement, dated July 30, 1999, by and between Cabletron Systems
Inc. and the Registrant.
10.14** Systems Integration Consulting Services Agreement, dated May 21, 1998, by and between
LCI International Telecom Corp. dba Qwest Communications Corporation and the
Registrant.
10.15+ Amendment No. 1 to Consulting Services Agreement dated June 21, 1999, to Systems
Integration Consulting Services Agreement, dated May 21, 1998, by and between LCI
International Telecom Corp. dba Qwest Communications Corporation and the Registrant.
10.15.1@ Statements of Work, by and between Qwest Communications Corporation and the
Registrant, entered into pursuant to the Consulting Services Agreement included as Exhibit
10.14, as amended by Amendment No. 1 thereto included as Exhibit 10.15.
10.16+ Stock and Warrant Purchase Agreement, dated March 5, 1999, by and among General
Atlantic Partners 54, L.P., GAP Coinvestment Partners II, L.P., the Other Purchasers
named therein and the Registrant.
10.17+ Service Agreement, dated January 1, 1999, by and between John Wright and Predictive
Limited.
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
Number Description
- ------------- ----------------------------------------------------------------------------------------
<S> <C>
10.18+ Common Stock Purchase Agreement, dated September 16, 1999, by and between Cisco
Systems, Inc. and the Registrant.
10.19+ Investor's Rights Agreement, dated September 16, 1999, by and between Cisco Systems,
Inc. and the Registrant.
10.20** Professional Services Subcontract, dated May 14, 1999, by and between Cisco Systems,
Inc. and the Registrant.
10.20.1@ Statements of Work, by and between Cisco Systems, Inc. and the Registrant, entered into
pursuant to the Professional Services Subcontract included as Exhibit 10.20.
10.21+ Common Stock Purchase Agreement, dated September 22, 1999, by and among General
Atlantic Partners 57, L.P., GAP Coinvestment Partners II, L.P. and the Registrant.
10.22+ Amendment No. 1 to the Registration Rights Agreement, dated March 5, 1999, dated
September 22, 1999.
10.23+ Employment Agreement, dated September 21, 1999 by and between Gerard Dorsey and
the Registrant.
10.24+ Amendment No. 1 to Common Stock Purchase Agreement, dated September 27, 1999, by
and between Cisco Systems, Inc. and the Registrant.
10.25@ Master Professional Services Agreement, dated May 14, 1999, by and between BellSouth
MNS, Inc. and the Registrant.
10.25.1@ Statements of Work, by and between BellSouth MNS, Inc. and the Registrant, entered into
pursuant to the Master Professional Services Agreement included as Exhibit 10.25.
10.26 Service Agreement, dated February 1, 2000, by and between Cisco Systems, Inc. and the
Registrant.
23.1 Consent of Arthur Andersen LLP.
23.2* Consent of Brobeck, Phleger & Harrison LLP (included in Exhibit 5.1).
23.3 Consent of Arthur Andersen LLP.
24.1! Powers of attorney.
27.1* Financial Data Schedule.
</TABLE>
- ------------
# Incorporated by reference to Exhibit 3.2 of Predictive's Registration
Statement on Form S-1, No. 333-84045 ("Registration Statement No.
333-84045").
## Incorporated by reference to Exhibit 3.4 of Registration Statement No.
333-84045.
+ Incorporated by reference to the indentically numbered exhibit of
Registration Statement No. 333-84045.
* To be filed by amendment.
** Non-confidential portions of this Exhibit were filed as the identically
numbered Exhibit of Registration Statement No. 333-84045, which
non-confidential portions are incorporated herein by reference.
Confidential treatment was granted for certain portions of this Exhibit
pursuant to Rule 406 promulgated under the Securities Act. Confidential
portions of this Exhibit have been filed separately with the Securities and
Exchange Commission.
@ Confidential treatment has been requested for certain portions of this
Exhibit pursuant to Rule 406 promulgated under the Securities Act.
Confidential portions of this Exhibit have been filed separately with the
Securities and Exchange Commission.
! Previously filed.
(b) Financial Statement Schedules.
Schedule II-Valuation and Qualifying Accounts
Schedules not listed above have been omitted because the information
required to be set forth therein is not applicable or is shown in the financial
statements or related notes.
Item 17. Undertakings
The undersigned Registrant hereby undertakes to provide to the
underwriters at the closing specified in the underwriting agreement,
certificates in such denominations and registered in such names as required by
the underwriters to permit prompt delivery to each purchaser.
II-4
<PAGE>
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained
in a form of prospectus filed by the registrant pursuant to Rule 424
(b)(1) or (4), or 497(h) under the Securities Act of 1933, shall be
deemed to be part of this registration statement as of the time it was
declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating
to the securities offered therein, and this offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of New York, State of New York, on this 8th day of
March, 2000.
PREDICTIVE SYSTEMS, INC.
By: /s/ Ronald G. Pettengill, Jr.
-------------------------
Name: Ronald G. Pettengill, Jr.
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated.
<TABLE>
<CAPTION>
Signature Title(s) Date
- ------------------------------- -------------------------------------------------- --------------
<S> <C> <C>
/s/ Ronald G. Pettengill, Jr. Chief Executive Officer and Chairman of the March 8, 2000
- ------------------------- Board of Directors (principal executive officer)
Ronald G. Pettengill, Jr.
/s/ Robert L. Belau President and Director March 8, 2000
- -------------------------
Robert L. Belau
/s/ Gerard E. Dorsey Chief Financial Officer (principal financial and March 8, 2000
- ------------------------- accounting officer)
Gerard E. Dorsey
* Director March 8, 2000
- -------------------------
Peter L. Bloom
* Director March 8, 2000
- -------------------------
Donald J. Duffy
* Director March 8, 2000
- -------------------------
Braden R. Kelly
* Director March 8, 2000
- -------------------------
Eric Meyer
* Director March 8, 2000
- -------------------------
Inder Sidhu
* Director March 8, 2000
- -------------------------
William W. Wyman
By: /s/ Robert L. Belau March 8, 2000
-----------------------------
Robert L. Belau, Attorney-in-Fact
</TABLE>
II-6
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Number Description
- --------------- ----------------------------------------------------------------------------------------
<S> <C>
1.1* Form of underwriting agreement.
3.1# Amended Restated Certificate of Incorporation.
3.2## Amended and Restated By-laws.
4.1+ Specimen common stock certificate.
4.2 See Exhibits 3.1 and 3.2 for provisions of the Amended and Restated Certificate of
Incorporation and Amended and Restated By-laws of the Registrant defining the rights
of holders of Common Stock of the Registrant.
4.3+ Stock Purchase Warrant, dated March 5, 1999, by and between General Atlantic
Partners 54, L.P. and the Registrant.
4.4+ Stock Purchase Warrant, dated March 5, 1999, by and between GAP Coinvestment
Partners II, L.P. and the Registrant.
5.1* Opinion of Brobeck, Phleger & Harrison LLP.
10.1+ 1999 Stock Incentive Plan.
10.2+ 1999 Employee Stock Purchase Plan.
10.4+ Employment Agreement, dated May 11, 1999, by and between Ronald Pettengill and the
Registrant.
10.5+ Employment Agreement, dated May 11, 1999, by and between Robert Belau and the
Registrant.
10.6+ Employment Agreement, dated January 22, 1999, by and between Kevin Holt and the
Registrant.
10.7+ Registration Rights Agreement, dated March 5, 1999.
10.8+ Secured Promissory Note, dated August 31, 1998, in favor of Brown Brothers Harriman & Co.
10.9+ Agreement of Lease, dated June 25, 1999, by and between the Registrant and Polestar
Fifth Property Associates LLC.
10.10** Development and License Agreement, dated July 29, 1998, by and between Bear,
Stearns & Co. Inc. and the Registrant.
10.10.1@ Statements of Work, by and between Bear, Stearns & Co. Inc. and the Registrant,
entered into pursuant to the Development and License Agreement included as Exhibit 10.10.
10.12** Consulting Services Agreement, dated October 15, 1998, by and between First Union
Corporation and the Registrant.
10.12.1@ Statement of Work, by and between First Union Corporation and the Registrant, entered
into pursuant to the Consulting Services Agreement included as Exhibit 10.12.
10.13** Strategic Partnering Agreement, dated July 30, 1999, by and between Cabletron
Systems Inc. and the Registrant.
10.14** Systems Integration Consulting Services Agreement, dated May 21, 1998, by and
between LCI International Telecom Corp. dba Qwest Communications Corporation and
the Registrant.
10.15+ Amendment No. 1 to Consulting Services Agreement dated June 21, 1999, to Systems
Integration Consulting Services Agreement, dated May 21, 1998, by and between LCI
International Telecom Corp. dba Qwest Communications Corporation and the Registrant.
10.15.1@ Statements of Work, by and between Qwest Communications Corporation and the
Registrant, entered into pursuant to the Consulting Services Agreement included as
Exhibit 10.14, as amended by Amendment No. 1 thereto included as Exhibit 10.15.
10.16+ Stock and Warrant Purchase Agreement, dated March 5, 1999, by and among General
Atlantic Partners 54, L.P., GAP Coinvestment Partners II, L.P., the Other Purchasers
named therein and the Registrant.
10.17+ Service Agreement, dated January 1, 1999, by and between John Wright and Predictive
Limited.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Number Description
- ----------------- -----------------------------------------------------------------------------------
<S> <C>
10.18+ Common Stock Purchase Agreement, dated September 16, 1999, by and between
Cisco Systems, Inc. and the Registrant.
10.19+ Investor's Rights Agreement, dated September 16, 1999, by and between Cisco
Systems, Inc. and the Registrant.
10.20** Professional Services Subcontract, dated May 14, 1999, by and between Cisco
Systems, Inc. and the Registrant.
10.20.1@ Statements of Work, by and between Cisco Systems, Inc. and the Registrant, entered
into pursuant to the Professional Services Subcontract included as Exhibit 10.20.
10.21+ Common Stock Purchase Agreement, dated September 22, 1999, by and among
General Atlantic Partners 57, L.P., GAP Coinvestment Partners II, L.P. and the
Registrant.
10.22+ Amendment No. 1 to the Registration Rights Agreement, dated March 5, 1999, dated
September 22, 1999.
10.23+ Employment Agreement, dated September 21, 1999 by and between Gerard Dorsey and
the Registrant.
10.24+ Amendment No. 1 to Common Stock Purchase Agreement, dated September 27, 1999,
by and between Cisco Systems, Inc. and the Registrant.
10.25@ Master Professional Services Agreement, dated May 14, 1999, by and between
BellSouth MNS, Inc. and the Registrant.
10.25.1@ Statements of Work, by and between BellSouth MNS, Inc. and the Registrant, entered into
pursuant to the Master Professional Services Agreement included as Exhibit 10.25.
10.26 Service Agreement, dated February 1, 2000, by and between Cisco Systems, Inc. and
the Registrant.
23.1 Consent of Arthur Andersen LLP.
23.2* Consent of Brobeck, Phleger & Harrison LLP (included in Exhibit 5.1).
23.3 Consent of Arthur Andersen LLP.
24.1! Powers of attorney.
27.1* Financial Data Schedule.
</TABLE>
- ------------
# Incorporated by reference to Exhibit 3.2 of Predictive's Registration
Statement on Form S-1, No. 333-84045 ("Registration Statement
No. 333-84045").
## Incorporated by reference to Exhibit 3.4 of Registration Statement No.
333-84045.
+ Incorporated by reference to the identically numbered exhibit of
Registration Statement No. 333-84045.
* To be filed by amendment.
** Non-confidential portions of this Exhibit were filed as the identically
numbered Exhibit of Registration Statement No. 333-84045, which
non-confidential portions are incorporated herein by reference.
Confidential treatment was granted for certain portions of this Exhibit
pursuant to Rule 406 promulgated under the Securities Act. Confidential
portions of this Exhibit have been filed separately with the Securities and
Exchange Commission.
@ Confidential treatment has been requested for certain portions of this
Exhibit pursuant to Rule 406 promulgated under the Securities Act.
Confidential portions of this Exhibit have been filed separately with the
Securities and Exchange Commission.
! Previously filed.
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
[***]
Support Proposal
for Bear, Stearns & Co. Inc.
- --------------------------------------------------------------------------------
August 10, 1999
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
<PAGE>
[GRAPHIC OMITTED]
[***] is responsible for the development of this document.
Contact:
[***]
Predictive Systems, Inc.
25A Vreeland Road
Florham Park, NJ 07932
Revision history
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
Version Date Comments required Approvals required
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
1.0 8/10/1999
- ---------------------------------------------------------------------------------------------------------
</TABLE>
Predictive Systems approval:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Signed Name
- --------------------------------------------------------------------------------
Title Date
[***]
Support Proposal
1.0 August 10, 1999
Copyright(C)1999, Predictive Systems, Inc. All rights reserved. Predictive
Systems, BusinessFirst, and the Predictive Systems logo are trademarks of
Predictive Systems, Inc.
No part of this document may be reproduced in any form or by any electronic or
mechanical means, including information storage and retrieval devices or
systems, without prior written permission from Predictive Systems, Inc. This
document or information it contains may not be used, reproduced, or disclosed
outside of Bear, Stearns & Co. Inc. without authorization in writing by
Predictive Systems, Inc.
C O N F I D E N T I A L--Use, reproduction, or disclosure is subject to the
restrictions in DFARS 252.227-7013 & 252.211-7015/FAR 52.227-14 & 52.227-19 for
commercial computer software or technical data provided to the U.S. government
with limited rights, as applicable.
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
ii
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Table of Contents
- --------------------------------------------------------------------------------
Introduction 1
Non-disclosure 1
Deadline for response 1
Proposed statement of work 2
Project description 2
Reporting methods 2
Status reports 2
Status meetings 3
Scope and cost 3
Project duration and staffing 3
Project costs and billing 3
Contacts 5
Project authorization 6
Legal terms and conditions; limitation of liability 7
About Predictive Systems 8
Predictive Systems' services 8
Predictive Systems' practice areas 9
Internetwork Design and Engineering practice 9
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
iii
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Introduction
- --------------------------------------------------------------------------------
Bear, Stearns & Co. Inc. has issued a request for proposal to provide [***].
Predictive Systems(TM) proposes to meet this RFP by furnishing Bear Stearns with
[***]. The resources will [***] to help them [***].
Predictive Systems has profiled the resources that are required to design and
implement the proposed system. In addition, we have provided a fixed-price cost
for the delivery of these service products.
Non-disclosure
- --------------------------------------------------------------------------------
All information contained in this proposal and quotation is confidential and
proprietary to Predictive Systems, constituting its trade secrets and
privileged, confidential property. It is furnished to Bear, Stearns & Co. Inc.
in confidence, with the understanding that it will not, without written
permission of Predictive Systems, be used for other than evaluation purposes or
be disclosed to any third party. Duplication of this proposal and quotation is
strictly forbidden, and all copies shall be returned to Predictive Systems upon
our request.
Deadline for response
- --------------------------------------------------------------------------------
This proposal is valid for 30 days from the date of issuance, unless extended in
writing by Predictive Systems.
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
1
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Proposed statement of work
- --------------------------------------------------------------------------------
Project description
- --------------------------------------------------------------------------------
Bear, Stearns & Co. Inc. has issued a request for proposal for providing [***].
Predictive Systems(TM) proposes to meet this RFP by furnishing Bear Stearns
[***]. The resources' start dates will be as follows:
o [***] will begin work on Tuesday, August 3, 1999.
o [***] will begin work on Monday, August 30, 1999.
The Predictive Systems *** will utilize their technical skills and apply
Predictive Systems' methodologies in meeting Bear Stearns' objectives. Their
specific duties will be as follows:
[***]
The *** tasks will include the following:
o [***]
o [***]
Reporting methods
Status reports
- --------------------------------------------------------------------------------
The Predictive Systems team will provide a weekly status report in electronic
format to the Bear Stearns Program Manager. The report form will be brief,
listing any items that were completed that week and the open items for the next
week. The purpose of the reports is to provide weekly information on the status
of the project and any outstanding issues from the week. The reports will be
available on Monday morning.
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
2
<PAGE>
[GRAPHIC OMITTED]
Status meetings
- --------------------------------------------------------------------------------
There will be weekly status meetings with Bear Stearns on the overall project.
The meeting should be held at the same time and day every week (the time and day
need to be determined). The meeting will be to review any work that was
performed by the Predictive Systems team and review the open items list of work
that is scheduled for the next week. This meeting will also provide a platform
for reviewing any new issues or additional project requirements.
Scope and cost
Project duration and staffing
- --------------------------------------------------------------------------------
Predictive Systems proposes a consulting effort, to begin immediately upon
project approval. The resources for the consulting project will consist of
[***].
The following fixed-price option for this project is proposed by Predictive
Systems:
<TABLE>
<CAPTION>
Table 1 Resources and costs table
- --------------------------------------------------------------------------------------
Resource Description Cost
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
[***] [***] [***]
- --------------------------------------------------------------------------------------
</TABLE>
Project costs and billing
- --------------------------------------------------------------------------------
1. The minimum billing unit is 1 hour. Work performed past [***] hours per
week or past [***] hours per day will be subtracted from the end of the
contracted finish dates at a 1.5:1 rate. A weekly timeslip will be
submitted to Bear Stearns.
2. Holiday activity must be scheduled and approved by Predictive Systems'
Business Manager. Holiday and weekend activities will be subtracted from
the end of the contracted finish dates at a [***] rate.
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
3
<PAGE>
[GRAPHIC OMITTED]
3. Predictive Systems will submit monthly invoices to [***]. Payment is
requested within 30 days of invoice receipt.
4. Travel and living expenses will not be billed to Bear, Stearns & Co. Inc.
5. Bear, Stearns & Co. Inc. will be responsible for expenses incurred for the
purchase, rent, or lease of hardware and software required by the scope of
this project.
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
4
<PAGE>
- --------------------------------------------------------------------------------
Contacts
- --------------------------------------------------------------------------------
Direct all business and management communications regarding this project to
[***] of Predictive Systems. The business/ management contact can be reached at
[***].
Direct all technical communications regarding this project to [***] of
Predictive Systems. The technical contact can be reached at [***].
Bear, Stearns & Co. Inc. will appoint a management and technical contact who
will be responsible for serving as a liaison for any issues that may arise
during the course of this project.
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
5
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Project authorization
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Signed Name
- --------------------------------------------------------------------------------
Bear Stearns & Co. Inc. title Date
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
6
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Legal terms and conditions; limitation of liability
- --------------------------------------------------------------------------------
Bear Stearns & Co. Inc. ("COMPANY") hereby accepts the services and the related
terms and conditions set forth in the attached Statement of Work (the "SOW") of
Predictive Systems, Inc. ("Predictive Systems"). COMPANY expressly acknowledges
that the performance of these services will require Predictive Systems to gain
access to COMPANY's confidential and proprietary network and information assets,
and authorizes this access for the purposes described in the SOW, subject,
however, to the Mutual Nondisclosure Agreement, dated _______ ___, 1999, between
COMPANY and Predictive Systems (the "NDA").
Due to the nature of the services contemplated by the SOW, COMPANY acknowledges
that no representation or warranty can be made by Predictive Systems with
respect to such services or the efficacy thereof. In particular, COMPANY
acknowledges that damage to COMPANY's systems or information could result from
the performance of such services, and that, following completion of such
services, there can be no assurance that COMPANY's network will be secure or
that unauthorized access thereof will not occur. WITHOUT LIMITING THE FOREGOING,
PREDICTIVE SYSTEMS MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS WITH RESPECT TO
ITS PERFORMANCE OF THE SERVICES HEREUNDER OR ANY DELIVERABLES CONTEMPLATED
HEREBY, INCLUDING WITHOUT LIMITATION ANY REPRESENTATION OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE. In order to induce Predictive Systems to
perform its services, COMPANY is accepting the terms and conditions and making
the representations set forth herein, COMPANY irrevocably waives and releases,
and shall be stopped from asserting, any claims for damages or otherwise arising
out of or in connection with the services, except as expressly contemplated by
the NDA.
COMPANY represents and warrants that COMPANY information systems to be accessed
by Predictive Systems do not contain confidential or proprietary information or
other property belonging to any person other than COMPANY, or any classified
information. By accepting Predictive Systems services, COMPANY assumes any and
all liability for any disclosure of any third-party confidential or proprietary
information assets, or any classified information, arising out of or resulting
from such services, and agrees to indemnify, defend and hold harmless Predictive
Systems from and against any claim, loss or liability asserted by any person
arising out of or relating to any such disclosure, subject, however, to the NDA.
COMPANY expressly authorizes Predictive Systems to gain access, including
without limitation external network access and without regard to COMPANY
Information Security Policy, to COMPANY's computer network and information
systems which is reasonable and necessary, in Predictive Systems' sole judgment,
for the purposes described in the SOW, and COMPANY acknowledges that such access
shall be obtained by Predictive Systems with the express permission of COMPANY.
To COMPANY's knowledge, such access is not a violation of any federal, state or
local laws, rules or regulations, including without limitation the Computer
Crime Act of 1986, as amended, or the Economic Espionage Act of 1996, as
amended, and COMPANY agrees not to bring any charges or claims against
Predictive Systems based on such activities. Execution of this SOW by the
representative of COMPANY shall constitute a representation and warranty by
COMPANY that such representative is duly authorized to do so and has received
all requisite governmental consents and approvals which may be necessary or
appropriate to execute this SOW and to carry out the terms hereof, including
without limitation the preceding sentence.
Legal terms and conditions are accepted and approved by: Bear Stearns & Co. Inc.
- --------------------------------------------------------------------------------
Signature Title Date
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
7
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
About Predictive Systems
- --------------------------------------------------------------------------------
Predictive Systems is a network consulting and integration firm that specializes
in the design, management, and security of business-critical networks.
Recognized in the industry for its vendor-independent perspective, the firm's
expertise lies in solving multi-faceted, complex network problems. At Predictive
Systems, network technology serves two purposes: to make money and to save
money.
Predictive Systems' unique BusinessFirst(TM) methodology helps Fortune-1000
clients define, package, and measure network services. BusinessFirst is rooted
in the concept that a company should run its IT organization as a business.
Throughout the BusinessFirst process, Predictive Systems translates strategic
business objectives into sound, achievable technology solutions. This approach
ensures that the technology never obscures the business goals.
Predictive Systems' BusinessFirst methodology can clarify the business
requirements driving the project in specific, measurable terms. Predictive
Systems quantifies factors such as business risk, total cost of ownership, and
operational efficiency to build a complete financial justification for a network
project. By instrumenting every system to measure and quantify the key factors
that govern success, Predictive Systems turns complexity into clarity.
Predictive Systems serves its clients with a collaborative practice structure
that delivers both breadth and depth of experience to all aspects of a project.
Predictive Systems has the people and processes to build networks that mean
business.
Predictive Systems' services
- --------------------------------------------------------------------------------
Predictive Systems offers a unique combination of expertise in network
management, performance management, internetwork engineering, information
security, and software development. Predictive Systems' engineers combine skill
in network management applications with real-world experience using
state-of-the-art internetwork technologies, including Asynchronous Transfer Mode
(ATM) and Asymmetric Digital Subscriber Line (ADSL), to address the
multi-faceted challenges of designing and managing mission-critical networks.
When technology "gaps" are discovered in a client's network, or disparate
systems need to communicate with one another, Predictive Systems' software
developers build custom applications to solve these problems. These custom
applications can turn a collection of products into an integrated system.
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
8
<PAGE>
[GRAPHIC OMITTED]
Predictive Systems' practice areas
- --------------------------------------------------------------------------------
Predictive Systems' consultants are organized into areas of specialization, or
practice areas. Although many engineers are cross-skilled in a variety of
technologies, and many technologies span multiple practice areas, each practice
area represents an aspect of network technology important enough to warrant
specialization. In addition, the Software Development and Technical Publications
departments span all practice areas. Resources from all of these groups are
available to define and implement the technological solutions that best meet our
clients' business needs.
-------------------------------------------------
Enterprise Information
Network Security
Management
Internetwork
Design and Performance
Engineering Management
-------------------------------------------------
Internetwork Design and Engineering practice
- --------------------------------------------------------------------------------
Predictive Systems' Internetwork Design and Engineering (internetworking)
practice area is dedicated to helping each client design and implement network
solutions in support of their strategic business initiatives. To this end, we
have created a team of seasoned professionals from the three major industry
proving grounds--telecommunications providers, network equipment vendors, and
Fortune-500 end users. Using their specialized technical skills, real-world
industry experience, and methodologies that are needed to solve the problems
associated with building and maintaining network foundations, Predictive
Systems' internetwork consultants develop innovative network solutions that
provide our clients with a measurable competitive advantage.
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
9
<PAGE>
[GRAPHIC OMITTED]
Our Internetwork Design and Engineering staff has extensive experience with a
wide variety of technologies and vendors. For some clients, our consultants are
involved in both technology and vendor selection. Other clients have already
selected the technology, vendor, or both. Regardless of the pre-existing
condition, Predictive Systems offers a completely objective, "trusted advisor"
approach to our clients. Our up-to-date knowledge of all of the major
technologies and vendors is a significant part of the value Predictive Systems
brings to a project.
The Internetwork Design and Engineering practice fills the substantial gap in
the marketplace between management consulting firms and technical staff
augmentation services. With core competencies in the areas of Backbone
Technology, LAN Switching, IP Management and Design, ATM, Remote Access, our
versatile team contributes both technical depth and breadth to client
engagements. Predictive Systems' team has the business acumen to translate
business objectives into technical solutions, the technical skills to build the
vision, the project skills to deliver the engagement on time and on budget, and
the rigorous methodologies to ensure that the resulting system is manageable for
a controlled, known cost.
Predictive Systems' Internetwork Design and Engineering practice offers the
following services:
o Advanced Technology Planning and Migration
o Core Backbone and Campus Network Design and Implementation
o Remote Access and VPN Solutions
o Network Audit Services ("Wellness" Studies)
o Y2K-Compliance Certification
o IP Management Solutions
o General Consulting Services
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
10
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
[***] Group
for Bear, Stearns & Co. Inc.
- --------------------------------------------------------------------------------
November 10, 1999
Owner: [***] / Subject to non-disclosure agreement
[***]
- --------------------------------------------------------------------------------
PREDICTIVE SYSTEMS CONFIDENTIAL
- --------------------------------------------------------------------------------
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
<PAGE>
[GRAPHIC OMITTED]
[***] is responsible for the development of this document.
Contact:
[***]
Predictive Systems, Inc.
145 Hudson Street
New York, NY 10013
Revision history
- --------------------------------------------------------------------------------
Version Date Comments required Approvals required
- --------------------------------------------------------------------------------
1.0 11/10/99 [***]
- --------------------------------------------------------------------------------
Predictive Systems approval:
- --------------------------------------------------------------------------------
Signed Name
- --------------------------------------------------------------------------------
Title Date
[***]
Group
November 10, 1999
Copyright(C)1999, Predictive Systems, Inc. All rights reserved. Predictive
Systems, BusinessFirst, and the Predictive Systems logo are trademarks of
Predictive Systems, Inc.
No part of this document may be reproduced in any form or by any electronic or
mechanical means, including information storage and retrieval devices or
systems, without prior written permission from Predictive Systems, Inc. This
document or information it contains may not be used, reproduced, or disclosed
outside of Bear, Stearns & Co. Inc. without authorization in writing by
Predictive Systems, Inc.
Owner: [***] / Subject to non-disclosure agreement
[***]
- --------------------------------------------------------------------------------
PREDICTIVE SYSTEMS CONFIDENTIAL
- --------------------------------------------------------------------------------
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
ii
<PAGE>
[GRAPHIC OMITTED]
C O N F I D E N T I A L--Use, reproduction, or disclosure is subject to the
restrictions in DFARS 252.227-7013 & 252.211-7015/FAR 52.227-14 & 52.227-19 for
commercial computer software or technical data provided to the U.S. government
with limited rights, as applicable.
Owner: [***] / Subject to non-disclosure agreement
[***]
- --------------------------------------------------------------------------------
PREDICTIVE SYSTEMS CONFIDENTIAL
- --------------------------------------------------------------------------------
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
iii
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Table of Contents
- --------------------------------------------------------------------------------
Introduction 1
Non-disclosure 1
Deadline for response 1
Proposed statement of work 2
Project description 2
[***] 2
[***] 2
[***] 3
[***] 3
[***] 4
[***] 4
[***] 5
Reporting methods 6
Status reports 6
Status meetings 7
Scope and cost 7
Project duration and staffing 7
Assumptions 7
General project assumptions 8
Project costs and billing 8
Contacts 9
Project authorization 10
Legal terms and conditions; limitation of liability 11
About Predictive Systems 12
Predictive Systems' services 12
Predictive Systems' practice areas 13
Internetworking Design and Engineering practice 14
Owner: [***] / Subject to non-disclosure agreement
[***]
- --------------------------------------------------------------------------------
PREDICTIVE SYSTEMS CONFIDENTIAL
- --------------------------------------------------------------------------------
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
iv
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Introduction
- --------------------------------------------------------------------------------
This proposal was generated based on a request from [***] and [***] of the [***]
Group at Bear, Stearns & Co. As a result of conversations with [***] it is the
understanding of Predictive Systems that there are several key areas where we
can assist Bear, Stearns & Co. regarding their [***] endeavors. The primary
areas of concern are with [***]. The following proposal addresses those areas
and more fully describes the capabilities that Predictive can deliver for this
and future consulting engagements.
Predictive Systems has profiled the resources that are required to conduct the
services discussed.
Non-disclosure
- --------------------------------------------------------------------------------
All information contained in this proposal and quotation is confidential and
proprietary to Predictive Systems, constituting its trade secrets and
privileged, confidential property. It is furnished to Bear, Stearns & Co. in
confidence, with the understanding that it will not, without written permission
of Predictive Systems, be used for other than evaluation purposes or be
disclosed to any third party. Duplication of this proposal and quotation is
strictly forbidden, and all copies shall be returned to Predictive Systems upon
our request.
Deadline for response
- --------------------------------------------------------------------------------
This proposal is valid for 45 days from the date of issuance, unless extended in
writing by Predictive Systems.
Owner: [***] / Subject to non-disclosure agreement
[***]
- --------------------------------------------------------------------------------
PREDICTIVE SYSTEMS CONFIDENTIAL
- --------------------------------------------------------------------------------
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
1
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Proposed statement of work
- --------------------------------------------------------------------------------
Project description
- --------------------------------------------------------------------------------
Bear, Stearns & Co. has asked Predictive Systems for engineering assistance in
the following areas:
[***]
- --------------------------------------------------------------------------------
Bear Stearns continues to evaluate and test a variety of vendors [***]. The goal
of this project is to evaluate, test and document the [***] for use in the
[***]. Some of the activities will be;
[***]
***
- --------------------------------------------------------------------------------
Bear Stearns has deployed an estimated [***] throughout the network. The [***]
have many different [***]. This project is to test the [***]. The test is
comprised of [***] that represent the [***]. The following are some of the
activities;
[***]
Owner: [***] / Subject to non-disclosure agreement
[***]
- --------------------------------------------------------------------------------
PREDICTIVE SYSTEMS CONFIDENTIAL
- --------------------------------------------------------------------------------
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
2
<PAGE>
[GRAPHIC OMITTED]
[***]
- --------------------------------------------------------------------------------
[***]
[***]
[***]
- --------------------------------------------------------------------------------
[***]
[***]
Owner: [***] / Subject to non-disclosure agreement
[***]
- --------------------------------------------------------------------------------
PREDICTIVE SYSTEMS CONFIDENTIAL
- --------------------------------------------------------------------------------
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
<PAGE>
[GRAPHIC OMITTED]
[***]
- --------------------------------------------------------------------------------
[***]
[***]
[***]
- --------------------------------------------------------------------------------
[***]
[***]
Owner: [***] / Subject to non-disclosure agreement
[***]
- --------------------------------------------------------------------------------
PREDICTIVE SYSTEMS CONFIDENTIAL
- --------------------------------------------------------------------------------
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
4
<PAGE>
[GRAPHIC OMITTED]
The following projects are underway and will be continued by the Predictive
Engineers.
[***]
- --------------------------------------------------------------------------------
Bear Stearns is planning to evaluate the newest trends in the [***] determine
the best plan for migrating the [***] must evaluate a number of available
solutions. This evaluation process will determine future [***] and [***].
To accomplish this Predictive will augment the [***] in conducting
[***] with two vendors selected by the [***].
The following plan has been provided.
[***]
Owner: [***] / Subject to non-disclosure agreement
[***]
- --------------------------------------------------------------------------------
PREDICTIVE SYSTEMS CONFIDENTIAL
- --------------------------------------------------------------------------------
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
5
<PAGE>
[GRAPHIC OMITTED]
[***]
Reporting methods
- --------------------------------------------------------------------------------
Status reports
- --------------------------------------------------------------------------------
The Predictive Systems team will provide a weekly status report in electronic
format to the Bear, Stearns & Co. Program Manager. The report form will be
brief; listing any items that were completed that week and the open items for
the next week. The purpose of the reports is to provide weekly information on
the status of the project and any outstanding issues from the week. The reports
will be available on Monday morning.
Owner: [***] / Subject to non-disclosure agreement
[***]
- --------------------------------------------------------------------------------
PREDICTIVE SYSTEMS CONFIDENTIAL
- --------------------------------------------------------------------------------
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
6
<PAGE>
[GRAPHIC OMITTED]
Status meetings
- --------------------------------------------------------------------------------
There will be a weekly status meetings with Bear, Stearns & Co. on the overall
project. The meeting should be held at the same time and day every week (the
time and day need to be determined). The meeting will be to review any work that
was performed by the Predictive Systems' team and review the open items list of
work that is scheduled for the next week. This meeting will also provide a
platform for reviewing any new issues or additional project requirements.
Scope and cost
- --------------------------------------------------------------------------------
Outlined below is the staff and duration for the project.
Project duration and staffing
- --------------------------------------------------------------------------------
The project will begin Nov 15, 1999 and be completed May 15, 2000. Predictive
Systems' project team will be comprised as follows:
Table 1 Project Team
Role Estimated Resources Duration
- --------------------------------------------------------------------------------
[***] 2 Six Months
[***]
Based on the staffing level of [***] for the duration of six months, the
estimated cost is [***].
Assumptions
- --------------------------------------------------------------------------------
In developing this proposal, there are many assumptions Predictive Systems has
made that can materially affect the outcome and cost of the project. Should any
of these assumptions prove to be incorrect, exaggerated, or underestimated, the
scope and cost of the project may change significantly.
Owner: [***] / Subject to non-disclosure agreement
[***]
- --------------------------------------------------------------------------------
PREDICTIVE SYSTEMS CONFIDENTIAL
- --------------------------------------------------------------------------------
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
7
<PAGE>
[GRAPHIC OMITTED]
In the event of any such material change in assumptions, requirements or
specifications, Predictive will request a Change Order Authorization from Bear,
Stearns & Co. which must be signed by Bear, Stearns & Co. prior to the change
being incorporated into the project plan. The Change Order could be an addition
or reduction of work, based on the circumstances.
General project assumptions
- --------------------------------------------------------------------------------
1. Bear Stearns point of contact will provide project direction for the
Predictive resources for the duration of the project.
2. The Fixed price proposal provided assumes a [***] work week. If review of
the monthly time indicates excessive hours per week Predictive will bring
that to Bear Stearns management's attention in the form of a Change Order
request.
3. Additional project requirements will be accommodated to the best of the
team's ability given the current project requirements and time frames. Any
impact to the current project time frames will be detailed in writing to the
Bear project contact as they are identified by the Predictive team.
4. Bear, Stearns & Co. will also provide a work area with a phone and a network
connection for each Predictive consultant. .
Project costs and billing
- --------------------------------------------------------------------------------
1. Holiday activity must be scheduled and approved by Predictive Systems'
Technical Manager.
2. Travel and living expenses are not included in these rates. The client is
responsible for any required travel and living expenses for work performed
outside of New York City area.
3. Predictive Systems will submit monthly invoices. Payment is required within
30 days of invoice receipt.
4. Bear, Stearns & Co. will be responsible for expenses incurred for the
purchase, rent, or lease of hardware and software required by the scope of
this project.
Owner: [***] / Subject to non-disclosure agreement
[***]
- --------------------------------------------------------------------------------
PREDICTIVE SYSTEMS CONFIDENTIAL
- --------------------------------------------------------------------------------
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
8
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Contacts
- --------------------------------------------------------------------------------
Direct all business and management communications regarding this project [***]
of Predictive Systems. The business/management contact can be reached at
212-219-4400.
Direct all technical communications regarding this project to [***] of
Predictive Systems. The technical contact can be reached at 212-219-4400.
Anthony Spinella of Bear, Stearns & Co. will appoint a management and technical
contact that will be responsible for serving as a liaison for any issues that
may arise during the course of this project.
Owner: [***] / Subject to non-disclosure agreement
[***]
- --------------------------------------------------------------------------------
PREDICTIVE SYSTEMS CONFIDENTIAL
- --------------------------------------------------------------------------------
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
9
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Project authorization
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Signed Name
- --------------------------------------------------------------------------------
Bear, Stearns & Co. Inc. title Date
Owner: [***] / Subject to non-disclosure agreement
[***]
- --------------------------------------------------------------------------------
PREDICTIVE SYSTEMS CONFIDENTIAL
- --------------------------------------------------------------------------------
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
10
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Legal terms and conditions; limitation of liability
- --------------------------------------------------------------------------------
Bear, Stearns & Co. Inc. ("COMPANY") hereby accepts the services and the related
terms and conditions set forth in the attached Statement of Work (the "SOW") of
Predictive Systems, Inc. ("Predictive Systems"). COMPANY expressly acknowledges
that the performance of these services will require Predictive Systems to gain
access to COMPANY's confidential and proprietary network and information assets,
and authorizes this access for the purposes described in the SOW, subject,
however, to the Mutual Nondisclosure Agreement, dated _______ ___, 1998, between
COMPANY and Predictive Systems (the "NDA").
Due to the nature of the services contemplated by the SOW, COMPANY acknowledges
that no representation or warranty can be made by Predictive Systems with
respect to such services or the efficacy thereof. In particular, COMPANY
acknowledges that damage to COMPANY's systems or information could result from
the performance of such services, and that, following completion of such
services, there can be no assurance that COMPANY's network will be secure or
that unauthorized access thereof will not occur. WITHOUT LIMITING THE FOREGOING,
PREDICTIVE SYSTEMS MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS WITH RESPECT TO
ITS PERFORMANCE OF THE SERVICES HEREUNDER OR ANY DELIVERABLES CONTEMPLATED
HEREBY, INCLUDING WITHOUT LIMITATION ANY REPRESENTATION OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE. In order to induce Predictive Systems to
perform its services, COMPANY is accepting the terms and conditions and making
the representations set forth herein, COMPANY irrevocably waives and releases,
and shall be stopped from asserting, any claims for damages or otherwise arising
out of or in connection with the services, except as expressly contemplated by
the NDA.
COMPANY represents and warrants that COMPANY information systems to be accessed
by Predictive Systems do not contain confidential or proprietary information or
other property belonging to any person other than COMPANY, or any classified
information. By accepting Predictive Systems services, COMPANY assumes any and
all liability for any disclosure of any third-party confidential or proprietary
information assets, or any classified information, arising out of or resulting
from such services, and agrees to indemnify, defend and hold harmless Predictive
Systems from and against any claim, loss or liability asserted by any person
arising out of or relating to any such disclosure, subject, however, to the NDA.
COMPANY expressly authorizes Predictive Systems to gain access, including
without limitation external network access and without regard to COMPANY
Information Security Policy, to COMPANY's computer network and information
systems which is reasonable and necessary, in Predictive Systems' sole judgment,
for the purposes described in the SOW, and COMPANY acknowledges that such access
shall be obtained by Predictive Systems with the express permission of COMPANY.
To COMPANY's knowledge, such access is not a violation of any federal, state or
local laws, rules or regulations, including without limitation the Computer
Crime Act of 1986, as amended, or the Economic Espionage Act of 1996, as
amended, and COMPANY agrees not to bring any charges or claims against
Predictive Systems based on such activities. Execution of this SOW by the
representative of COMPANY shall constitute a representation and warranty by
COMPANY that such representative is duly authorized to do so and has received
all requisite governmental consents and approvals which may be necessary or
appropriate to execute this SOW and to carry out the terms hereof, including
without limitation the preceding sentence.
Legal terms and conditions are accepted and approved by Bear, Stearns & Co. Inc.
- --------------------------------------------------------------------------------
Signature Title Date
Owner: [***] / Subject to non-disclosure agreement
[***]
- --------------------------------------------------------------------------------
PREDICTIVE SYSTEMS CONFIDENTIAL
- --------------------------------------------------------------------------------
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
11
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
About Predictive Systems
- --------------------------------------------------------------------------------
Predictive Systems is a network consulting and integration firm that specializes
in the design, management, and security of business-critical networks.
Recognized in the industry for its vendor-independent perspective, the firm's
expertise lies in solving multi-faceted, complex network problems. At Predictive
Systems, network technology serves two purposes: to make money and to save
money.
Predictive Systems' unique BusinessFirst(TM) methodology helps Fortune-1000
clients define, package, and measure network services. BusinessFirst is rooted
in the concept that a company should run its IT organization as a business.
Throughout the BusinessFirst process, Predictive Systems translates strategic
business objectives into sound, achievable technology solutions. This approach
ensures that the technology never obscures the business goals.
Predictive Systems' BusinessFirst methodology can clarify the business
requirements driving the project in specific, measurable terms. Predictive
Systems quantifies factors such as business risk, total cost of ownership, and
operational efficiency to build a complete financial justification for a network
project. By instrumenting every system to measure and quantify the key factors
that govern success, Predictive Systems turns complexity into clarity.
Predictive Systems serves its clients with a collaborative practice structure
that delivers both breadth and depth of experience to all aspects of a project.
Predictive Systems has the people and processes to build networks that mean
business.
Predictive Systems' services
- --------------------------------------------------------------------------------
Predictive Systems offers a unique combination of expertise in network
management, performance management, internetwork engineering, information
security, and software development. Predictive Systems' engineers combine skill
in network management applications with real-world experience using
state-of-the-art internetwork technologies, including Asynchronous Transfer Mode
(ATM) and Asymmetric Digital Subscriber Line (ADSL), to address the
multi-faceted challenges of designing and managing mission-critical networks.
When technology "gaps" are discovered in a client's network, or disparate
systems need to communicate with one another, Predictive Systems' software
developers build custom applications to solve these problems. These custom
applications can turn a collection of products into an integrated system.
Owner: [***] / Subject to non-disclosure agreement
[***]
- --------------------------------------------------------------------------------
PREDICTIVE SYSTEMS CONFIDENTIAL
- --------------------------------------------------------------------------------
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
12
<PAGE>
[GRAPHIC OMITTED]
Predictive Systems' practice areas
- --------------------------------------------------------------------------------
Predictive Systems' consultants are organized into areas of specialization, or
practice areas. Although many engineers are cross skilled in a variety of
technologies, and many technologies span multiple practice areas, each practice
area represents an aspect of network technology important enough to warrant
specialization. In addition, the Software Development and Technical Publications
departments span all practice areas. Resources from all of these groups are
available to define and implement the technological solutions that best meet our
clients' business needs.
Enterprise Information
Network Security
Management
Internetwork Performance
Design and Management
Engineering
Owner: [***] / Subject to non-disclosure agreement
[***]
- --------------------------------------------------------------------------------
PREDICTIVE SYSTEMS CONFIDENTIAL
- --------------------------------------------------------------------------------
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
13
<PAGE>
[GRAPHIC OMITTED]
Internetworking Design and Engineering practice
- --------------------------------------------------------------------------------
Predictive Systems' Internetworking Design and Engineering (internetworking)
practice area is dedicated to helping each client design and implement network
solutions in support of their strategic business initiatives. To this end, we
have created a team of seasoned professionals from the three major industry
proving grounds--telecommunications providers, network equipment vendors, and
Fortune-500 end users. Using their specialized technical skills, real-world
industry experience, and methodologies that are needed to solve the problems
associated with building and maintaining network foundations, Predictive
Systems' internetworking consultants develop innovative network solutions that
provide our clients with a measurable competitive advantage.
Our Internetworking Design and Engineering staff has extensive experience with a
wide variety of technologies and vendors. For some clients, our consultants are
involved in both technology and vendor selection. Other clients have already
selected the technology, vendor, or both. Regardless of the pre-existing
condition, Predictive Systems offers a completely objective, "trusted advisor"
approach to our clients. Our up-to-date knowledge of all of the major
technologies and vendors is a significant part of the value Predictive Systems
brings to a project.
The Internetworking Design and Engineering practice fills the substantial gap in
the marketplace between management consulting firms and technical staff
augmentation services. With core competencies in the areas of Backbone
Technology, LAN Switching, IP Management and Design, ATM, Remote Access, our
versatile team contributes both technical depth and breadth to client
engagements. Predictive Systems' team has the business acumen to translate
business objectives into technical solutions, the technical skills to build the
vision, the project skills to deliver the engagement on time and on budget, and
the rigorous methodologies to ensure that the resulting system is manageable for
a controlled, known cost.
Predictive Systems' Internetworking Design and Engineering practice offers the
following services:
o Advanced Technology Planning and Migration
o Core Backbone and Campus Network Design and Implementation
o Remote Access and VPN Solutions
o Network Audit Services ("Wellness" Studies)
o Y2K-Compliance Certification
o IP Management Solutions
o General Consulting Services
Owner: [***] / Subject to non-disclosure agreement
[***]
- --------------------------------------------------------------------------------
PREDICTIVE SYSTEMS CONFIDENTIAL
- --------------------------------------------------------------------------------
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
14
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Corporate [***]
Project
for Bear, Stearns & Co. Inc.
- --------------------------------------------------------------------------------
November 9, 1999
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
<PAGE>
[GRAPHIC OMITTED]
[***] is responsible for the development of this document.
Contact:
[***]
Predictive Systems, Inc.
145 Hudson Street
New York, NY 10013
Revision history
<TABLE>
<CAPTION>
- -------------------- --------------------- -------------------------------- --------------------------------
Version Date Comments required Approvals required
- -------------------- --------------------- -------------------------------- --------------------------------
<S> <C> <C>
1.0 11/9/1999
- -------------------- --------------------- -------------------------------- --------------------------------
</TABLE>
Predictive Systems approval:
- --------------------------------------------------------------------------------
Signed Name
- --------------------------------------------------------------------------------
Title Date
Corporate [***]
Project
1.0 November 9, 1999
Copyright(C)1999, Predictive Systems, Inc. All rights reserved. Predictive
Systems, BusinessFirst, and the Predictive Systems logo are trademarks of
Predictive Systems, Inc.
No part of this document may be reproduced in any form or by any electronic or
mechanical means, including information storage and retrieval devices or
systems, without prior written permission from Predictive Systems, Inc. This
document or information it contains may not be used, reproduced, or disclosed
outside of Bear, Stearns & Co. Inc. without authorization in writing by
Predictive Systems, Inc.
C O N F I D E N T I A L--Use, reproduction, or disclosure is subject to the
restrictions in DFARS 252.227-7013 & 252.211-7015/FAR 52.227-14 & 52.227-19 for
commercial computer software or technical data provided to the U.S. government
with limited rights, as applicable.
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
ii
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Table of Contents
- --------------------------------------------------------------------------------
Introduction 1
Non-disclosure 1
Deadline for response 1
Proposed statement of work 3
Project description 3
Predictive Systems' approach 4
[***] 4
Implementation of [***] 6
Project team 7
Assumptions 8
General project assumptions 8
Reporting methods 9
Status reports 9
Status meetings 9
Scope and cost 10
Project duration and staffing 10
Project costs and billing 10
Contacts 12
Project authorization 13
Legal terms and conditions; limitation of liability 14
About Predictive Systems 15
Predictive Systems' services 15
Predictive Systems' practice areas 16
Internetwork Design and Engineering practice 16
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
iii
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Introduction
- --------------------------------------------------------------------------------
Predictive Systems(TM) is pleased to present this proposal to Bear, Stearns &
Co. Inc. for [***] the current [***] in their network infrastructure. We look
forward to continuing our work with Bear Stearns as a strategic partner. Our
expertise in Internetwork technology, coupled with rigorous project management
skills and intimate knowledge of the Bear Stearns network, uniquely qualifies us
for the project.
Bear Stearns has requested Predictive Systems' assistance in performing a [***]
and [***] activities. The new [***] will provide [***] along with enhancements
that will allow for [***] and [***]. The [***] will be conducted on [***], not
including [***]. The goal of the project will be to [***] to the [***],
implement the [***], and [***].
This proposal meets the requirements set forth in meetings and conversations
conducted by Bear Stearns and Predictive Systems between September 2, 1999, and
Oct 28, 1999.
Predictive Systems has profiled the resources that are required to provide the
proposed assistance. In addition, we have provided some broad cost estimates for
the delivery of these service products.
Non-disclosure
- --------------------------------------------------------------------------------
All information contained in this proposal and quotation is confidential and
proprietary to Predictive Systems, constituting its trade secrets and
privileged, confidential property. It is furnished to Bear Stearns in
confidence, with the understanding that it will not, without written permission
of Predictive Systems, be used for other than evaluation purposes or be
disclosed to any third party. Duplication of this proposal and quotation is
strictly forbidden, and all copies shall be returned to Predictive Systems upon
our request.
Deadline for response
- --------------------------------------------------------------------------------
This proposal is valid for 30 days from the date of issuance, unless extended in
writing by Predictive Systems.
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
1
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Proposed statement of work
- --------------------------------------------------------------------------------
Project description
- --------------------------------------------------------------------------------
Predictive Systems' main focus in this project is the [***] of the Bear Stearns'
[***]. We will also perform other activities to take advantage of the [***].
Some of the other activities will include:
[***] to the [***] will provide Bear Stearns with the capacity to utilize
the [***] including:
[***]
The following sub-projects will be performed in parallel to the [***].
[***]
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
2
<PAGE>
[GRAPHIC OMITTED]
There are an estimated [***] in the Bear Stearns network (not including [***].
The majority of the [***] can be [***] without a site visit.
Predictive Systems' approach
- --------------------------------------------------------------------------------
[***] familiar with Bear Stearns' project process will lead the project team.
Their activities will include all project management activities such as
scheduling, project timeline distribution, assistance with configuration,
equipment procurement and weekly status reports. A [***] will provide technical
leadership for all aspects of the projects. An [***] will also be assigned to
the project for the [***]. Once the planning and staging phase is completed by
[***], another [***] will join the team. Upon the completion of the [***], the
[***] will be replaced with a [***] for the duration of the project.
The approach is to set up the [***], project [***]. This will guarantee a smooth
[***] schedule with NO impact on the [***].
Below is a general description of the [***] activities, followed by a detailed
description of the specific changes to be made by each engineering team.
[***]
- --------------------------------------------------------------------------------
Over the course of the project, the Predictive Systems team will [***] all [***]
to the [***] that has been fully tested by the engineering group. All [***] will
also be installed as per engineering specifications. Both [***] subprojects will
involve a specific process, which includes, but is not limited to, the
following:
[***] and associated tasks will require the following processes to be completed
in accordance with Bear Stearns [***].
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
3
<PAGE>
[GRAPHIC OMITTED]
[***]
Post cut-over support will be transitioned to [***] and include the following:
[***]
Complete successful turnover to [***] actual quantity and location of [***] in
the Bear Stearns [***].
[***]
The Predictive Systems teams will conform and fully adopt Bear Stearns'
implementation methodology. All implementation work will flow through the Bear
Stearns project system.
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
4
<PAGE>
[GRAPHIC OMITTED]
[***]
- --------------------------------------------------------------------------------
The goal of [***] implementation is to provide an engineering tool that allows
[***]. The [***] will take place in parallel with the [***].
A review of the [***] and the [***] of the [***] will be the first step in the
implementation. In addition to providing a stand-alone system with software
configured for the [***], the Predictive Systems team will perform a review of
possible integration with the [***] and present the review results to the [***].
Other activities to be performed at this stage include:
[***]
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
5
<PAGE>
[GRAPHIC OMITTED]
Project team
- --------------------------------------------------------------------------------
The Predictive Systems project team will include the following resources for
staging phase (work prior to upgrades):
Table 1 Required Resources Preparation Phase
- -------------------------------- ---------------------------
Resource Staffing level
- -------------------------------- ---------------------------
[***] 1
- -------------------------------- ---------------------------
[***] 1
- -------------------------------- ---------------------------
[***] 1
- -------------------------------- ---------------------------
Table 2 Required Resources [***] Phase
- -------------------------------- ---------------------------
Resource Staffing level
- -------------------------------- ---------------------------
[***] 1
- -------------------------------- ---------------------------
[***] 3
- -------------------------------- ---------------------------
[***] 0
- -------------------------------- ---------------------------
The following is a description of each resource's project role and tasks:
[***]
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
6
<PAGE>
[GRAPHIC OMITTED]
Assumptions
- --------------------------------------------------------------------------------
In developing this proposal, Predictive Systems has made many assumptions that
could materially affect the outcome and cost of the project. Should any of these
assumptions prove to be incorrect, exaggerated, or underestimated, the scope and
cost of the project may change significantly.
In the event of any such material change in assumptions, requirements, or
specifications, Predictive Systems will request from Bear Stearns a change order
authorization, which must be signed by Bear Stearns prior to the change being
incorporated into the project plan. Based on circumstances, the change order
could be an addition or reduction of work.
General project assumptions
- --------------------------------------------------------------------------------
o [***]: There are an estimated [***] (including the [***]) in the Bear
Stearns network. This proposal is based on this number of [***]. If there
are any major changes to the number of [***] to be [***] or the work to be
performed on each [***], a change order will be used to recalculate project
time and expense.
o Travel: This proposal includes no travel time or expenses for travel outside
of the New York metropolitan area. Should such travel be required, actual
travel and out-of-pocket costs will be charged back to Bear Stearns.
o Single point of contact: Both Predictive Systems and Bear Stearns will
assign a single point of contact for the [***] tasks.
o Dedication to task: The Predictive Systems team will be dedicated to the
[***], and will not be involved in other [***] support activities. If
members of Predictive Systems' project team are required for other tasks
during the engagement, a separate purchase vehicle must be established.
o Verification of [***]: Prior to the start of this project, there will be
version testing for [***], including for [***].
o Configuration standards: Bear Stearns will provide written configuration
standards, such as the [***], user ID passwords, and any [***].
o Facility: Bear Stearns will provide adequate facilities, equipment, and
communications lines for the implementation staging. Bear Stearns will also
provide a work area with a phone and a network connection for each
Predictive Systems consultant.
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
7
<PAGE>
[GRAPHIC OMITTED]
o Working hours: Due to the nature of this project, the Predictive Systems
consultants will be required to perform a significant amount of off-hours
work. This has been built into the project plan and is reflected in the
overall project cost.
Reporting methods
Status reports
- --------------------------------------------------------------------------------
The Predictive Systems team will provide a weekly status report in electronic
format to the Bear Stearns program manager. The report form will be brief,
listing any items that were completed that week and the open items for the next
week. The purpose of the reports is to provide weekly information on the status
of the project and any outstanding issues from the week. The reports will be
available on Monday morning.
Status meetings
- --------------------------------------------------------------------------------
There will be weekly status meetings with Bear Stearns on the overall project.
The meeting should be held at the same time and day every week (the time and day
need to be determined). The meeting will be to review any work that was
performed by the Predictive Systems team and review the open items list of work
that is scheduled for the next week. This meeting will also provide a platform
for reviewing any new issues or additional project requirements.
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
8
<PAGE>
[GRAPHIC OMITTED]
Scope and cost
Project duration and staffing
- --------------------------------------------------------------------------------
The estimated start date for this project is January 3, 2000, and the estimated
completion date is January 2, 2001, plus all prepaid contracted work (vacation
time). [***].
The following fixed-price costs are proposed by Predictive Systems:
Table 3 Estimated costs
- ------------------------------------------ --------------- -----------------
Resource Qty. Cost
- ------------------------------------------ --------------- -----------------
[***] (2 months)
- ------------------------------------------ --------------- -----------------
[***] 1
- ------------------------------------------ --------------- -----------------
[***] 1
- ------------------------------------------ --------------- -----------------
[***] 1
- ------------------------------------------ --------------- -----------------
[***] Total Cost [***]
- ------------------------------------------ --------------- -----------------
- ------------------------------------------ --------------- -----------------
[***] (10 months)
- ------------------------------------------ --------------- -----------------
[***] 1
- ------------------------------------------ --------------- -----------------
[***] 3
- ------------------------------------------ --------------- -----------------
[***] Total Cost [***]
- ------------------------------------------ --------------- -----------------
Total Project Cost [***]
- ------------------------------------------ --------------- -----------------
Project costs and billing
- --------------------------------------------------------------------------------
1. Holiday activity must be scheduled and approved by Predictive Systems'
Business Manager. Holiday and weekend activities will be billed at [***] the
standard hourly rate.
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
9
<PAGE>
[GRAPHIC OMITTED]
2. Travel and living expenses are not included in these rates. The client is
responsible for any required travel and living expenses for work performed
outside of the New York metropolitan area.
3. Predictive Systems will submit monthly invoices. Payment is required within
30 days of invoice receipt.
4. Bear Stearns will be responsible for expenses incurred for the purchase,
rent, or lease of hardware and software required by the scope of this
project.
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
10
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Contacts
- --------------------------------------------------------------------------------
Direct all business and management communications regarding this project to
[***] or [***] of Predictive Systems. The business/management contact can be
reached at (212) 219-4400.
Direct all technical communications regarding this project to [***] of
Predictive Systems. The technical contact can be reached at (212) 219-4400.
Bear Stearns will appoint a management and technical contact that will be
responsible for serving as a liaison for any issues that may arise during the
course of this project.
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
11
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Project authorization
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Signed Name
- --------------------------------------------------------------------------------
Bear, Stearns & Co. Inc. title Date
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
12
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Legal terms and conditions; limitation of liability
- --------------------------------------------------------------------------------
Bear, Stearns & Co. Inc. ("COMPANY") hereby accepts the services and the related
terms and conditions set forth in the attached Statement of Work (the "SOW") of
Predictive Systems, Inc. ("Predictive Systems"). COMPANY expressly acknowledges
that the performance of these services will require Predictive Systems to gain
access to COMPANY's confidential and proprietary network and information assets,
and authorizes this access for the purposes described in the SOW, subject,
however, to the Mutual Nondisclosure Agreement, dated _______ ___, 1999, between
COMPANY and Predictive Systems (the "NDA").
Due to the nature of the services contemplated by the SOW, COMPANY acknowledges
that no representation or warranty can be made by Predictive Systems with
respect to such services or the efficacy thereof. In particular, COMPANY
acknowledges that damage to COMPANY's systems or information could result from
the performance of such services, and that, following completion of such
services, there can be no assurance that COMPANY's network will be secure or
that unauthorized access thereof will not occur. WITHOUT LIMITING THE FOREGOING,
PREDICTIVE SYSTEMS MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS WITH RESPECT TO
ITS PERFORMANCE OF THE SERVICES HEREUNDER OR ANY DELIVERABLES CONTEMPLATED
HEREBY, INCLUDING WITHOUT LIMITATION ANY REPRESENTATION OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE. In order to induce Predictive Systems to
perform its services, COMPANY is accepting the terms and conditions and making
the representations set forth herein, COMPANY irrevocably waives and releases,
and shall be stopped from asserting, any claims for damages or otherwise arising
out of or in connection with the services, except as expressly contemplated by
the NDA.
COMPANY represents and warrants that COMPANY information systems to be accessed
by Predictive Systems do not contain confidential or proprietary information or
other property belonging to any person other than COMPANY, or any classified
information. By accepting Predictive Systems services, COMPANY assumes any and
all liability for any disclosure of any third-party confidential or proprietary
information assets, or any classified information, arising out of or resulting
from such services, and agrees to indemnify, defend and hold harmless Predictive
Systems from and against any claim, loss or liability asserted by any person
arising out of or relating to any such disclosure, subject, however, to the NDA.
COMPANY expressly authorizes Predictive Systems to gain access, including
without limitation external network access and without regard to COMPANY
Information Security Policy, to COMPANY's computer network and information
systems which is reasonable and necessary, in Predictive Systems' sole judgment,
for the purposes described in the SOW, and COMPANY acknowledges that such access
shall be obtained by Predictive Systems with the express permission of COMPANY.
To COMPANY's knowledge, such access is not a violation of any federal, state or
local laws, rules or regulations, including without limitation the Computer
Crime Act of 1986, as amended, or the Economic Espionage Act of 1996, as
amended, and COMPANY agrees not to bring any charges or claims against
Predictive Systems based on such activities. Execution of this SOW by the
representative of COMPANY shall constitute a representation and warranty by
COMPANY that such representative is duly authorized to do so and has received
all requisite governmental consents and approvals which may be necessary or
appropriate to execute this SOW and to carry out the terms hereof, including
without limitation the preceding sentence.
Legal terms and conditions are accepted and approved by: Bear, Stearns & Co.
Inc.
- --------------------------------------------------------------------------------
Signature Title Date
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
13
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
About Predictive Systems
- --------------------------------------------------------------------------------
Predictive Systems is a network consulting and integration firm that specializes
in the design, management, and security of business-critical networks.
Recognized in the industry for its vendor-independent perspective, the firm's
expertise lies in solving multi-faceted, complex network problems. At Predictive
Systems, network technology serves two purposes: to make money and to save
money.
Predictive Systems' unique BusinessFirst(TM) methodology helps Fortune-1000
clients define, package, and measure network services. BusinessFirst is rooted
in the concept that a company should run its IT organization as a business.
Throughout the BusinessFirst process, Predictive Systems translates strategic
business objectives into sound, achievable technology solutions. This approach
ensures that the technology never obscures the business goals.
Predictive Systems' BusinessFirst methodology can clarify the business
requirements driving the project in specific, measurable terms. Predictive
Systems quantifies factors such as business risk, total cost of ownership, and
operational efficiency to build a complete financial justification for a network
project. By instrumenting every system to measure and quantify the key factors
that govern success, Predictive Systems turns complexity into clarity.
Predictive Systems serves its clients with a collaborative practice structure
that delivers both breadth and depth of experience to all aspects of a project.
Predictive Systems has the people and processes to build networks that mean
business.
Predictive Systems' services
- --------------------------------------------------------------------------------
Predictive Systems offers a unique combination of expertise in network
management, performance management, internetwork engineering, information
security, and software development. Predictive Systems' engineers combine skill
in network management applications with real-world experience using
state-of-the-art internetwork technologies, including Asynchronous Transfer Mode
(ATM) and Asymmetric Digital Subscriber Line (ADSL), to address the
multi-faceted challenges of designing and managing mission-critical networks.
When technology "gaps" are discovered in a client's network, or disparate
systems need to communicate with one another, Predictive Systems' software
developers build custom applications to solve these problems. These custom
applications can turn a collection of products into an integrated system.
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
14
<PAGE>
[GRAPHIC OMITTED]
Predictive Systems' practice areas
- --------------------------------------------------------------------------------
Predictive Systems' consultants are organized into areas of specialization, or
practice areas. Although many engineers are cross-skilled in a variety of
technologies, and many technologies span multiple practice areas, each practice
area represents an aspect of network technology important enough to warrant
specialization. In addition, the Software Development and Technical Publications
departments span all practice areas. Resources from all of these groups are
available to define and implement the technological solutions that best meet our
clients' business needs.
[GRAPHIC OMITTED]
Internetwork Design and Engineering practice
- --------------------------------------------------------------------------------
Predictive Systems' Internetwork Design and Engineering (internetworking)
practice area is dedicated to helping each client design and implement network
solutions in support of their strategic business initiatives. To this end, we
have created a team of seasoned professionals from the three major industry
proving grounds--telecommunications providers, network equipment vendors, and
Fortune-500 end users. Using their specialized technical skills, real-world
industry experience, and methodologies that are needed to solve the problems
associated with building and maintaining network foundations, Predictive
Systems' internetwork consultants develop innovative network solutions that
provide our clients with a measurable competitive advantage.
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
15
<PAGE>
Enterprise Information
Network Security
Management
Interwork
Design and Preformance
Engineering Management
Our Internetwork Design and Engineering staff has extensive experience with a
wide variety of technologies and vendors. For some clients, our consultants are
involved in both technology and vendor selection. Other clients have already
selected the technology, vendor, or both. Regardless of the pre-existing
condition, Predictive Systems offers a completely objective, "trusted advisor"
approach to our clients. Our up-to-date knowledge of all of the major
technologies and vendors is a significant part of the value Predictive Systems
brings to a project.
The Internetwork Design and Engineering practice fills the substantial gap in
the marketplace between management consulting firms and technical staff
augmentation services. With core competencies in the areas of Backbone
Technology, LAN Switching, IP Management and Design, ATM, Remote Access, our
versatile team contributes both technical depth and breadth to client
engagements. Predictive Systems' team has the business acumen to translate
business objectives into technical solutions, the technical skills to build the
vision, the project skills to deliver the engagement on time and on budget, and
the rigorous methodologies to ensure that the resulting system is manageable for
a controlled, known cost.
Predictive Systems' Internetwork Design and Engineering practice offers the
following services:
o Advanced Technology Planning and Migration
o Core Backbone and Campus Network Design and Implementation
o Remote Access and VPN Solutions
o Network Audit Services ("Wellness" Studies)
o Y2K-Compliance Certification
o IP Management Solutions
o General Consulting Services
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
16
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
[***]
for Bear, Stearns & Co. Inc.
- --------------------------------------------------------------------------------
August 18, 1999
Owner: [***]/ Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
<PAGE>
[GRAPHIC OMITTED]
[***] is responsible for the development of this document.
Contact:
[***]
Predictive Systems, Inc.
145 Hudson Street
New York, NY 10013
Revision history
<TABLE>
<CAPTION>
- ---------------------------- ------------- -------------------------------- --------------------------------
Version Date Comments required Approvals required
- ---------------------------- ------------- -------------------------------- --------------------------------
<S> <C> <C>
1.0 4/1/99 [***]
- ---------------------------- ------------- -------------------------------- --------------------------------
1.1 4/5/99 [***]
- ---------------------------- ------------- -------------------------------- --------------------------------
1.2 8/18/99 [***]
- ---------------------------- ------------- -------------------------------- --------------------------------
</TABLE>
Predictive Systems approval:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Signed Name
- --------------------------------------------------------------------------------
Title Date
[***]
August 18, 1999
Copyright(C)1999, Predictive Systems, Inc. All rights reserved. Predictive
Systems, BusinessFirst, and the Predictive Systems logo are trademarks of
Predictive Systems, Inc.
No part of this document may be reproduced in any form or by any electronic or
mechanical means, including information storage and retrieval devices or
systems, without prior written permission from Predictive Systems, Inc. This
document or information it contains may not be used, reproduced, or disclosed
outside of Bear, Stearns & Co. Inc. without authorization in writing by
Predictive Systems, Inc.
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
ii
<PAGE>
[GRAPHIC OMITTED]
C O N F I D E N T I A L--Use, reproduction, or disclosure is subject to the
restrictions in DFARS 252.227-7013 & 252.211-7015/FAR 52.227-14 & 52.227-19 for
commercial computer software or technical data provided to the U.S. government
with limited rights, as applicable.
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
iii
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Table of Contents
- --------------------------------------------------------------------------------
Introduction 1
Non-disclosure 1
Deadline for response 1
Proposed statement of work 2
Project description 2
Reporting methods 3
Scope and cost 3
Project duration and staffing 3
Assumptions 4
General project assumptions 4
Project costs and billing 5
Contacts 6
Project authorization 7
Legal terms and conditions; limitation of liability 8
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
iv
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Introduction
- --------------------------------------------------------------------------------
This proposal was generated based on a request by [***] and [***] of the
[***] at Bear, Stearns & Co. As a result of conversations with [***], it is the
understanding of Predictive Systems that there are several key areas where we
can assist Bear, Stearns & Co. regarding implementation projects scheduled over
the next 3 months. The primary area of concern is the resource availability of
implementation to work with engineering on new technology that is currently
under deployment and the on-going daily implementation work from various other
projects already underway.
The following proposal addresses those areas and more fully describes the
capabilities that Predictive can deliver for this and future consulting
engagements. Predictive Systems has profiled the resources that are required to
conduct the services discussed.
Non-disclosure
- --------------------------------------------------------------------------------
All information contained in this proposal and quotation is confidential and
proprietary to Predictive Systems, constituting its trade secrets and
privileged, confidential property. It is furnished to Bear, Stearns & Co. in
confidence, with the understanding that it will not, without written permission
of Predictive Systems, be used for other than evaluation purposes or be
disclosed to any third party. Duplication of this proposal and quotation is
strictly forbidden, and all copies shall be returned to Predictive Systems upon
our request.
Deadline for response
- --------------------------------------------------------------------------------
This proposal is valid for 45 days from the date of issuance, unless extended in
writing by Predictive Systems.
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
1
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Proposed statement of work
- --------------------------------------------------------------------------------
Project description
- --------------------------------------------------------------------------------
Bear, Stearns & Co. has asked Predictive Systems for [***] in the most aspects
of the on-going and future projects. The work will be performed in the [***]
only with a concentration in [***] and [***]. The Predictive Consultants will be
working with the [***] with the following tasks:
[***]
The Predictive Consultants will be working on any of the projects that [***]
requires additional resources. However the task and activities will be mainly
non-technical and will require no engineering or device configuration work. The
following are a list of some of the projects that Predictive Systems will be
working on in the capacity of assisting [***].
[***]
It is Predictive Systems understanding that the consultants will be working on
[***] and will require work to be performed after hours and on weekends. The
Predictive Systems consultants will be reporting to [***] who will assign [***]
to work with the consultants.
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
2
<PAGE>
[GRAPHIC OMITTED]
Reporting methods
- --------------------------------------------------------------------------------
- -- Status reports
The Predictive Systems team will provide a weekly status report in electronic
format to the Bear, Stearns & Co. Program Manager. The report form will be
brief; listing any items that were completed that week and the open items for
the next week. The purpose of the reports is to provide weekly information on
the status of the project and any outstanding issues from the week. The reports
will be available on Monday morning.
- -- Status meetings
There will be a weekly status meetings with Bear, Stearns & Co. on the overall
project. The meeting should be held at the same time and day every week (the
time and day need to be determined). The meeting will be to review any work that
was performed by the Predictive Systems' team and review the open items list of
work that is scheduled for the next week. This meeting will also provide a
platform for reviewing any new issues or additional project requirements.
Scope and cost
- --------------------------------------------------------------------------------
Outlined below is the staff and duration for the project.
Project duration and staffing
- --------------------------------------------------------------------------------
Predictive Systems' project team will be comprised as follows:
Table 1 Project Team
Role Estimated Resources Duration
------------------------- --------------------------- ------------------------
[***] 4 [***]
1. [***] - The [***] will focus on supporting the [***] with the tasks outlined
above.
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
3
<PAGE>
[GRAPHIC OMITTED]
Based on the staffing level of [***] for the duration of [***] the following is
the estimated cost. Due to the nature of the work to be performed the cost has
been broken down to standard time and overtime.
Schedule A - Standard Time
The following is the cost of [***] for [***] working a [***] hour week;
[***]
Schedule B - Estimated Overtime
The following is an estimated overtime based on the calculation of [***] for
[***] over [***]. The estimated cost is [***].
Assumptions
- --------------------------------------------------------------------------------
In developing this proposal, there are many assumptions Predictive Systems has
made that can materially affect the outcome and cost of the project. Should any
of these assumptions prove to be incorrect, exaggerated, or underestimated, the
scope and cost of the project may change significantly.
In the event of any such material change in assumptions, requirements or
specifications, Predictive will request a Change Order Authorization from Bear,
Stearns & Co. which must be signed by Bear, Stearns & Co. prior to the change
being incorporated into the project plan. The Change Order could be an addition
or reduction of work, based on the circumstances.
General project assumptions
- --------------------------------------------------------------------------------
1. Bear Stearns point of contact will provide project direction for the
Predictive resources for the duration of the project.
2. Additional project requirements will be accommodated to the best of the
team's ability given the current project requirements and time frames. Any
impact to the current project time frames will be detailed in writing to the
Bear project contact as they are identified by the Predictive team.
3. Bear, Stearns & Co. will also provide a work area with a phone and a network
connection for each Predictive consultant.
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
4
<PAGE>
[GRAPHIC OMITTED]
Project costs and billing
- --------------------------------------------------------------------------------
1. Holiday activity must be scheduled and approved by Predictive Systems'
Technical Manager.
2. Travel and living expenses are not included in these rates. The client is
responsible for any required travel and living expenses for work performed
outside of New York City area.
3. Predictive Systems will submit monthly invoices. Payment is required within
30 days of invoice receipt.
4. Bear, Stearns & Co. will be responsible for expenses incurred for the
purchase, rent, or lease of hardware and software required by the scope of
this project.
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
5
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Contacts
- --------------------------------------------------------------------------------
Direct all business and management communications regarding this project [***]
of Predictive Systems. The business/management contact can be reached at
212-219-4400.
Direct all technical communications regarding this project to [***] of
Predictive Systems. The technical contact can be reached at 212-219-4400.
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
6
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Project authorization
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Signed Name
- --------------------------------------------------------------------------------
Bear, Stearns & Co. Inc. title Date
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
7
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Legal terms and conditions; limitation of liability
- --------------------------------------------------------------------------------
Bear, Stearns & Co. Inc. ("COMPANY") hereby accepts the services and the related
terms and conditions set forth in the attached Statement of Work (the "SOW") of
Predictive Systems, Inc. ("Predictive Systems"). COMPANY expressly acknowledges
that the performance of these services will require Predictive Systems to gain
access to COMPANY's confidential and proprietary network and information assets,
and authorizes this access for the purposes described in the SOW, subject,
however, to the Mutual Nondisclosure Agreement, dated _______ ___, 1998, between
COMPANY and Predictive Systems (the "NDA").
Due to the nature of the services contemplated by the SOW, COMPANY acknowledges
that no representation or warranty can be made by Predictive Systems with
respect to such services or the efficacy thereof. In particular, COMPANY
acknowledges that damage to COMPANY's systems or information could result from
the performance of such services, and that, following completion of such
services, there can be no assurance that COMPANY's network will be secure or
that unauthorized access thereof will not occur. WITHOUT LIMITING THE FOREGOING,
PREDICTIVE SYSTEMS MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS WITH RESPECT TO
ITS PERFORMANCE OF THE SERVICES HEREUNDER OR ANY DELIVERABLES CONTEMPLATED
HEREBY, INCLUDING WITHOUT LIMITATION ANY REPRESENTATION OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE. In order to induce Predictive Systems to
perform its services, COMPANY is accepting the terms and conditions and making
the representations set forth herein, COMPANY irrevocably waives and releases,
and shall be stopped from asserting, any claims for damages or otherwise arising
out of or in connection with the services, except as expressly contemplated by
the NDA.
COMPANY represents and warrants that COMPANY information systems to be accessed
by Predictive Systems do not contain confidential or proprietary information or
other property belonging to any person other than COMPANY, or any classified
information. By accepting Predictive Systems services, COMPANY assumes any and
all liability for any disclosure of any third-party confidential or proprietary
information assets, or any classified information, arising out of or resulting
from such services, and agrees to indemnify, defend and hold harmless Predictive
Systems from and against any claim, loss or liability asserted by any person
arising out of or relating to any such disclosure, subject, however, to the NDA.
COMPANY expressly authorizes Predictive Systems to gain access, including
without limitation external network access and without regard to COMPANY
Information Security Policy, to COMPANY's computer network and information
systems which is reasonable and necessary, in Predictive Systems' sole judgment,
for the purposes described in the SOW, and COMPANY acknowledges that such access
shall be obtained by Predictive Systems with the express permission of COMPANY.
To COMPANY's knowledge, such access is not a violation of any federal, state or
local laws, rules or regulations, including without limitation the Computer
Crime Act of 1986, as amended, or the Economic Espionage Act of 1996, as
amended, and COMPANY agrees not to bring any charges or claims against
Predictive Systems based on such activities. Execution of this SOW by the
representative of COMPANY shall constitute a representation and warranty by
COMPANY that such representative is duly authorized to do so and has received
all requisite governmental consents and approvals which may be necessary or
appropriate to execute this SOW and to carry out the terms hereof, including
without limitation the preceding sentence.
Legal terms and conditions are accepted and approved by Bear, Stearns & Co. Inc.
- --------------------------------------------------------------------------------
Signature Title Date
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
8
<PAGE>
Exhibit 10.10.5
[GRAPHIC OMITTED]
PREDICTIVE SYSTEMS
- --------------------------------------------------------------------------------
[***]
for Bear, Stearns & Co. Inc.
- --------------------------------------------------------------------------------
July 15, 1999
Owner: [***]/Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
<PAGE>
[GRAPHIC OMITTED]
[***] is responsible for the development of this document.
Contact:
[***]
Predictive Systems, Inc.
25A Vreeland Road, Suite 107
Florham Park, NJ 07932
Revision history
- --------------------------------------------------------------------------------
Version Date Comments required Approvals required
- --------------------------------------------------------------------------------
1.0 7/15/1999
- --------------------------------------------------------------------------------
Predictive Systems approval:
- --------------------------------------------------------------------------------
Signed Name
- --------------------------------------------------------------------------------
Title Date
[***]
1.0 July 15, 1999
Copyright(C)1999, Predictive Systems, Inc. All rights reserved. Predictive
Systems, BusinessFirst, and the Predictive Systems logo are trademarks of
Predictive Systems, Inc.
No part of this document may be reproduced in any form or by any electronic or
mechanical means, including information storage and retrieval devices or
systems, without prior written permission from Predictive Systems, Inc. This
document or information it contains may not be used, reproduced, or disclosed
outside of Bear, Stearns & Co. Inc. without authorization in writing by
Predictive Systems, Inc.
C O N F I D E N T I A L--Use, reproduction, or disclosure is subject to the
restrictions in DFARS 252.227-7013 & 252.211-7015/FAR 52.227-14 & 52.227-19 for
commercial computer software or technical data provided to the U.S. government
with limited rights, as applicable.
Owner: [***]/Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
ii
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Table of Contents
- --------------------------------------------------------------------------------
Introduction 1
[***] project extension 1
Proposed statement of work 2
[***] project review 2
New [***] projects 2
Scope and cost 3
Project extension resources, timeline, and costs 3
Contacts 4
Project authorization 5
Legal terms and conditions; limitation of liability 6
Owner: [***]/Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
iii
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Introduction
- --------------------------------------------------------------------------------
Clearnet project extension
- --------------------------------------------------------------------------------
Bear, Stearns & Co. Inc. has requested that Predictive Systems extend
the [***] to continue with ongoing activities as well as working on new
projects scheduled for the next six months. Under the requested [***],
[***] Predictive Systems' [***] would continue to assist with
engineering and implementation on site at [***] for an additional six
months. This document contains a review of the [***] proposal, along
with the resources, timeframes, and costs necessary for the [***].
Owner: [***]/Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
1
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Proposed statement of work
- --------------------------------------------------------------------------------
Clearnet project review
- --------------------------------------------------------------------------------
The following is a summary of the work performed by Predictive Systems
on the [***] contract. The work was divided into [***] for which
Predictive Systems' [***] provided [***]. The Predictive Systems' [***]
were contracted for [***], ending July 14, 1999, as part of a
fixed-cost proposal. The project components which have been completed
are:
[***] projects
- --------------------------------------------------------------------------------
Predictive Systems proposes the following new projects as an extension
of the [***] project:
[***] [***]
Owner: [***]/Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
2
<PAGE>
[GRAPHIC OMITTED]
[***]
Scope and cost
[***] resources, timeline, and costs
- --------------------------------------------------------------------------------
Bear Stearns has requested that Predictive Systems extend the [***] to
continue working on ongoing projects as well as undertaking new
projects. The work to be performed under the [***] [***] would
consist of the same functions performed in this area under the original
proposal. The resources to meet this request would be [***], with a
[***] as project manager. The estimated cost will be [***] for [***]
for six months.
Owner: [***]/Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
3
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Contacts
- --------------------------------------------------------------------------------
Direct all business and management communications regarding this
extension to [***] of Predictive Systems. The business/ management
contact can be reached at [***].
Direct all technical communications regarding this project to [***] of
Predictive Systems. The technical contact can be reached at (212)
219-4400.
Owner: [***]/Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
4
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Project authorization
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Signed Name
- --------------------------------------------------------------------------------
Bear, Stearns & Co., Inc. title Date
Owner: [***]/Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
5
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Legal terms and conditions; limitation of
liability
- --------------------------------------------------------------------------------
Bear, Sterns & Co. Inc. ("COMPANY") hereby accepts the services and the related
terms and conditions set forth in the attached Statement of Work (the "SOW") of
Predictive Systems, Inc. ("Predictive Systems"). COMPANY expressly acknowledges
that the performance of these services will require Predictive Systems to gain
access to COMPANY's confidential and proprietary network and information assets,
and authorizes this access for the purposes described in the SOW, subject,
however, to the Mutual Nondisclosure Agreement, dated _______ ___, 1998, between
COMPANY and Predictive Systems (the "NDA").
Due to the nature of the services contemplated by the SOW, COMPANY acknowledges
that no representation or warranty can be made by Predictive Systems with
respect to such services or the efficacy thereof. In particular, COMPANY
acknowledges that damage to COMPANY's systems or information could result from
the performance of such services, and that, following completion of such
services, there can be no assurance that COMPANY's network will be secure or
that unauthorized access thereof will not occur. WITHOUT LIMITING THE FOREGOING,
PREDICTIVE SYSTEMS MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS WITH RESPECT TO
ITS PERFORMANCE OF THE SERVICES HEREUNDER OR ANY DELIVERABLES CONTEMPLATED
HEREBY, INCLUDING WITHOUT LIMITATION ANY REPRESENTATION OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE. In order to induce Predictive Systems to
perform its services, COMPANY is accepting the terms and conditions and making
the representations set forth herein, COMPANY irrevocably waives and releases,
and shall be stopped from asserting, any claims for damages or otherwise arising
out of or in connection with the services, except as expressly contemplated by
the NDA.
COMPANY represents and warrants that COMPANY information systems to be accessed
by Predictive Systems do not contain confidential or proprietary information or
other property belonging to any person other than COMPANY, or any classified
information. By accepting Predictive Systems services, COMPANY assumes any and
all liability for any disclosure of any third-party confidential or proprietary
information assets, or any classified information, arising out of or resulting
from such services, and agrees to indemnify, defend and hold harmless Predictive
Systems from and against any claim, loss or liability asserted by any person
arising out of or relating to any such disclosure, subject, however, to the NDA.
COMPANY expressly authorizes Predictive Systems to gain access, including
without limitation external network access and without regard to COMPANY
Information Security Policy, to COMPANY's computer network and information
systems which is reasonable and necessary, in Predictive Systems' sole judgment,
for the purposes described in the SOW, and COMPANY acknowledges that such access
shall be obtained by Predictive Systems with the express permission of COMPANY.
To COMPANY's knowledge, such access is not a violation of any federal, state or
local laws, rules or regulations, including without limitation the Computer
Crime Act of 1986, as amended, or the Economic Espionage Act of 1996, as
amended, and COMPANY agrees not to bring any charges or claims against
Predictive Systems based on such activities. Execution of this SOW by the
representative of COMPANY shall constitute a representation and warranty by
COMPANY that such representative is duly authorized to do so and has received
all requisite governmental consents and approvals which may be necessary or
appropriate to execute this SOW and to carry out the terms hereof, including
without limitation the preceding sentence.
Legal terms and conditions are accepted and approved by: Bear, Stearns & Co.
Inc.
- --------------------------------------------------------------------------------
Signature Title Date
Owner: [***]/Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
6
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
[***]
at First Union National Bank
- --------------------------------------------------------------------------------
Version 1.2 November 15, 1999
99-P-251
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
<PAGE>
[GRAPHIC OMITTED]
[***] is responsible for the development of this document.
Contact:
[***]
Predictive Systems, Inc.
620 Herndon Parkway, Suite 360
Herndon, VA 20170
Revision history
<TABLE>
<CAPTION>
- -------------------- --------------------- -------------------------------- --------------------------------
Version Date Comments required Approvals required
- -------------------- --------------------- -------------------------------- --------------------------------
<S> <C> <C>
1.2 12/06/99 [***] [***]
- -------------------- --------------------- -------------------------------- --------------------------------
</TABLE>
[***]
Version 1.2 November 15, 1999
Copyright(C)1999, Predictive Systems, Inc. All rights reserved. Predictive
Systems, BusinessFirst, and the Predictive Systems logo are trademarks of
Predictive Systems, Inc.
No part of this document may be reproduced in any form or by any electronic or
mechanical means, including information storage and retrieval devices or
systems, without prior written permission from Predictive Systems, Inc. This
document or information it contains may not be used, reproduced, or disclosed
outside of First Union without authorization in writing by Predictive Systems,
Inc.
C O N F I D E N T I A L--Use, reproduction, or disclosure is subject to the
restrictions in DFARS 252.227-7013 & 252.211-7015/FAR 52.227-14 & 52.227-19 for
commercial computer software or technical data provided to the U.S. government
with limited rights, as applicable.
- --------------------------------------------------------------------------------
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Table of Contents
- --------------------------------------------------------------------------------
Introduction 1
Non-disclosure 1
Deadline for Response 1
Proposed Statement of Work 2
Project Background 2
Project Description 2
Predictive Responsibilities 4
Phase 1: System Design 5
Completion Criteria 5
Phase 1: Installation and Configuration of [***] 6
Completion Criteria 6
Phases 2 & 3: Install and Configure [***] 7
Completion Criteria 7
Phases 1 & 2: Install and Configure [***] 8
Completion Criteria 8
Phase 3: Install and Configure [***] and [***]
Completion Criteria 9
Phases 1,2 & 3: Develop [***] 10
Completion Criteria 10
Phase 3: [***] 11
Completion criteria: 11
Phase 3: Rollout of [***] to the First Union National Bank [***]
Completion Criteria 12
Project Plan and Cost Summary 14
Project Costs and Billing Assumptions 15
Reporting Methods 16
Status Reports 16
Status Meetings 16
Assumptions 16
Attachments 19
Contacts 19
Project Authorization 20
- --------------------------------------------------------------------------------
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
List of Tables
- --------------------------------------------------------------------------------
Table 1 Proof of Concept 3
Table 2 Estimated Cost 14
Table 3 Project Phase Breakdown 15
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Introduction
- --------------------------------------------------------------------------------
Predictive Systems is pleased to present this proposal to First Union
Corporation (First Union) for the deployment of [***] to support the
[***]. Predictive Systems will engage this implementation using a phased
approach to most effectively achieve milestones, while working within the
constraints of the [***] The phases of the project are described as
follows:
o Phase 1: [***]
o Phase 2: [***]
o Phase 3: [***]
Predictive Systems looks forward to our continued working relationship with
First Union as a strategic partner. Our leadership position in Enterprise
Management, Information Security, and Performance Management uniquely qualifies
us as the appropriate technology integrator to achieve results in support of the
[***].
Non-disclosure
- --------------------------------------------------------------------------------
All information contained in this proposal and quotation is confidential
and proprietary to Predictive Systems, constituting its trade secrets and
privileged, confidential property. It is furnished to First Union in
confidence, with the understanding that it will not, without written
permission of Predictive Systems, be used for any purpose other than
evaluation or be disclosed to any third party. Duplication of this
proposal and quotation is strictly forbidden, and all copies shall be
returned to Predictive Systems upon our request.
Deadline for Response
- --------------------------------------------------------------------------------
This proposal is valid for 30 days from the date of issuance, unless
extended in writing by Predictive Systems.
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
1
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Proposed Statement of Work
- --------------------------------------------------------------------------------
Project Background
- --------------------------------------------------------------------------------
First Union has made a tremendous investment in providing banking services
[***]. At this time, the [***]. To do so, First Union continues to offer
[***] to [***] customers at an extremely rapid rate.
First Union has identified that the [***] availability can be achieved
[***]. This project is the first step in a direction to fully manage all
aspects of the [***] space in support of achieving maximum availability.
The project consists of the design and deployment of [***]. This includes
[***] for up to but not to exceed [***]. All [***] to be placed under
[***] are [***]. The deployment also consists of [***].
The First Union National Bank [***] contains the [***]. First Union has
made a [***] in these areas.
Predictive Systems proposes a [***] to meet these needs. The approach and
methodology are more fully described below.
Project Description
- --------------------------------------------------------------------------------
Predictive Systems proposes to build this proof of concept with the
assumption that we are responsible for systems and network administration,
application administration, and end-to-end testing and analysis. See Table
1 on the following page for details.
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
2
<PAGE>
[GRAPHIC OMITTED]
[***]
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
3
<PAGE>
[GRAPHIC OMITTED]
Predictive Responsibilities
- --------------------------------------------------------------------------------
The following list represents Predictive Systems' responsibilities for
ensuring the successful deployment and integration of the [***]. These
tasks are grouped by function and do not reflect a chronological order.
[***]
The following implementation tasks are fully described in the following
sections. The integration effort within each major element of the [***]is
provided. Each section header is correlated against the project phases in
which the work is performed.
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
4
<PAGE>
- --------------------------------------------------------------------------------
Phase 1: System Design
- --------------------------------------------------------------------------------
Predictive Systems will be implementing the architectural design, based on
the environment(s) described in this SOW, for the technical solution
proposed by [***] to accomplish the objectives of First Union National
Bank. As of now, the [***] is under [***] by First Union. Predictive
Systems will assist First Union and Tivoli to [***]
In addition, Predictive Systems has defined the tasks in each project
phase, along with all tasks comprising that phase, to be defined in
greater detail for each of the environments. The tasks defined below are
provided for the purpose of designing the overall implementation and for
planning each implementation phase.
[***]
Completion Criteria
- --------------------------------------------------------------------------------
This task will be completed when the [***].
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
5
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Phase 1: [***]
- --------------------------------------------------------------------------------
[***]. Upon approval and review of any [***], Predictive Systems will
provide a revised estimate, if necessary, in project time or cost
variances.
Predictive Systems will implement the layout of the [***] as defined in
the [***]. The layout will be configured incrementally as needed during
the early implementation. Predictive Systems will complete the layout for
the [***] by the end of the [***]. Additionally, Predictive Systems will
use the [***] to demonstrate the procedures required to [***] the layout.
The subtasks include the following:
[***]
Completion Criteria
- --------------------------------------------------------------------------------
This task is complete when [***] is installed and performs [***].
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
6
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Phases 2 & 3: [***]
- --------------------------------------------------------------------------------
Predictive will install [***]. This deployment will require [***].
Development, configuration, and testing of [***] require approximately
[***].
[***] are used to collect data from their specified systems on a [***].
[***] will be installed on both endpoints and managed nodes [***]. This
will allow First Union National Bank to easily [***]. The subtasks include
the following:
[***]
Completion Criteria
- --------------------------------------------------------------------------------
This task is complete when [***] is installed and performs [***].
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
7
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Phases 1 & 2: [***]
- --------------------------------------------------------------------------------
[***]
Completion Criteria
- --------------------------------------------------------------------------------
This task is complete when [***] is installed and performs [***].
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
8
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Phase 3: [***]
- --------------------------------------------------------------------------------
[***]
Completion Criteria
- --------------------------------------------------------------------------------
This task is complete when [***] is installed and performs [***].
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
9
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Phases 1,2 & 3: [***]
- --------------------------------------------------------------------------------
[***]
Completion Criteria
- --------------------------------------------------------------------------------
This task is complete when all Predictive documentation has been delivered
to and accepted by First Union National Bank, based on the completion of
each of the three phases of the project.
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
10
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Phase 3: [***]
- --------------------------------------------------------------------------------
[***]
Completion criteria:
- --------------------------------------------------------------------------------
This task is complete when the [***] is operational within the production
environment, and operational as evidenced by the First Union Program
Manager, and representatives of [***].
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
11
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Phase 3: [***]
- --------------------------------------------------------------------------------
[***]
Completion Criteria
- --------------------------------------------------------------------------------
This task is complete when the [***] is installed in the [***] and [***]
has assisted First Union technical staff in the rollout effort for the
remaining [***] as defined [***].
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
12
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Project Plan and Cost Summary
- --------------------------------------------------------------------------------
Please see attachment A for a detailed view of the timeline projected for
completing the three phases of this project. Upon project commencement,
the project plan will be reviewed and formalized with the First Union
Program Manager to ensure optimal and efficient utilization of
Predictive's project resources.
Predictive Systems will perform this project on a [***]. Table 1 reflects
our best estimate for total costs associated with the execution of all
phases. Billing options are available to First Union to pay against
achieved project phases, which are described in Table 2. The Predictive
Program Manager will carry out the customized billing solution that meets
the needs of First Union.
Table 2 Estimated Cost
--------------------------------------- ----------------- ------------
Staff Projected Hours Rate/Hour
--------------------------------------- ----------------- ------------
[***]
--------------------------------------- ----------------- ------------X
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
13
<PAGE>
[GRAPHIC OMITTED]
--------------------------------------- -------------------------------
Table 3 Project Phase Breakdown
--------------------------------------- -------------------------------
Breakdown by Phases Cost
--------------------------------------- -------------------------------
[***]
--------------------------------------- -------------------------------
Project Costs and Billing Assumptions
- --------------------------------------------------------------------------------
o Travel and living expenses are not included in these rates. First Union
is responsible for any required travel and living outside D.C./Metro
area. Predictive will follow First Union guidelines for expense policy,
and use discretion in travel.
o Predictive Systems will submit monthly invoices. Payment is required
within 30 days of invoice receipt.
o First Union will be responsible for expenses incurred for the purchase,
rent, or lease of hardware and software required by the scope of this
project.
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
14
<PAGE>
[GRAPHIC OMITTED]
Reporting Methods
- --------------------------------------------------------------------------------
Status Reports
- --------------------------------------------------------------------------------
Predictive Systems' team will provide a weekly status report in electronic
format to the First Union Program Manager. The report form will be brief,
listing any items that were completed that week and the open items for the
next week. The purpose of the reports is to provide weekly information on
the status of the project and any outstanding issues from the week. The
reports will be available by Friday at 9AM.
Status Meetings
- --------------------------------------------------------------------------------
There will be weekly status meetings with First Union on the overall
project. The meeting should be held at the same time and day every week
(the time and day to be determined). The meeting will be to review any
work that was performed by the Predictive Systems team and review the open
items list of work that is scheduled for the next week.
Assumptions
- --------------------------------------------------------------------------------
In determining the scope of work for this project, Predictive Systems made
the following assumptions:
o Predictive assumes that First Union will provide access to the
laboratory throughout the duration of this task.
o Predictive assumes that First Union will provide all software licenses
and all necessary patches for the following software, [***].
o Predictive assumes that all CD-ROM drives and other media needed for
this prototype will be provided for installation.
o Predictive assumes that the software procured or otherwise attained
will be [***].
o Predictive assumes that the [***].
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
15
<PAGE>
[GRAPHIC OMITTED]
o Predictive assumes that First Union will provide the necessary [***].
o Predictive assumes that timely access to First Union personnel and
technical information will be provided in order to meet project
milestones and to stay within the bounds of the costs estimates.
o Predictive assumes that First Union will provide timely review of
Predictive deliverables. Feedback will be in written format.
o Predictive assumes that First Union will designate a formal point of
contact (POC) for the duration of the project. This POC will have
signature authority for deliverable acceptance.
o Predictive assumes that First Union will provide Predictive Systems
with reasonable facilities such as cube space, telephones, and network
connectivity.
o Work Hours: Normal business hours are 8:00am - 5:00pm, Monday through
Friday unless changes are approved by the Predictive project manager
and also the customer Project Manager. Hours worked beyond eight hours
in one day will be billed separately. Note that work hours may be
adjusted and/or shifted during the [***] lockdown period as specified
in the [***] support schedule that will be supplied to the [***].
o Predictive assumes that all work being performed will be in a test
environment prior to migrating to a production environment. The [***].
o Predictive assumes that First Union will ensure that [***] services
will be available and operating on all servers to allow for [***]
between [***].
o Predictive assumes that First Union will ensure that a minimum of
[***].
o Predictive assumes that, during the installation, First Union will
ensure that [***].
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
16
<PAGE>
[GRAPHIC OMITTED]
o Predictive assumes that the project plan and services estimate for the
[***] has been successfully implemented in the [***], and [***].
o Predictive assumes that First Union National Bank resources must be
[***].
o Predictive assumes that First Union National Bank must provide a
qualified person to provide [***].
o [***].
o Predictive assumes that First Union will ensure that a [***] will be in
place for the duration of this implementation to allow for installation
of [***].
o Predictive assumes that any key design assumptions must be specific and
documented in the SOW, the [***], or a project change request.
o [***]
o Predictive assumes that First Union will ensure that the existing
operating system installations are complete and stable. This includes
but is not limited to all required patches and software updates.
o Predictive assumes that software changes associated with this project
will be submitted to the First Union change control management system
for approval prior to production implementation.
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
17
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Attachments
- --------------------------------------------------------------------------------
Predictive Systems Project Plan for [***] is attached hereto, and made
part of this document. Please refer to the Project Plan for specific
milestones and tasks associated with the completion of this project.
- --------------------------------------------------------------------------------
Contacts
- --------------------------------------------------------------------------------
Direct all business and management communications regarding this project
to [***] of Predictive Systems. The business/management contact can be
reached at [***].
Direct all technical communications regarding this project to [***] of
Predictive Systems. The technical contact can be reached at [***].
First Union will appoint a management and technical contact who will be
responsible for serving as a liaison for any issues that may arise during
the course of this project.
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
18
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Project Authorization
- --------------------------------------------------------------------------------
The offer for services described in this SOW is valid for thirty (30) days
unless extended in writing by Predictive Systems. Any responses or
questions regarding this statement should be directed to:
[***]
Predictive Systems, Inc.
620 Herndon Parkway, Suite 360
Herndon, Virginia 20170
[***]
This SOW has been assigned the project identifier: [***]. Please use this
project identifier in all written communication pertaining to this
statement. Please sign below as acknowledgement First Union has read and
understands the scope of this project. Upon receipt of this signed
document, Predictive Systems will begin providing services as they pertain
to the proposal.
Predictive Systems approval:
- --------------------------------------------------------------------------------
Signed Name
- --------------------------------------------------------------------------------
Title Date
First Union approval:
- --------------------------------------------------------------------------------
Signed Name
- --------------------------------------------------------------------------------
Title Date
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
19
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
[***]
for Qwest Communications, Inc.
- -------------------------------------------------------------------------------
Version 1.2 November 12, 1999
99-P-205
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
<PAGE>
[GRAPHIC OMITTED]
[***] is responsible for the development of this document.
Contact:
[***]
Predictive Systems, Inc.
620 Herndon Parkway, Suite 360
Herndon, VA 20170
Revision history
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
Version Date Comments required Approvals required
- -------------------- --------------------- -------------------------------- --------------------------------
<S> <C> <C> <C>
1.0 9/14/99 [***] [***]
- -------------------- --------------------- -------------------------------- --------------------------------
1.1 10/7/99 [***] [***]
- -------------------- --------------------- -------------------------------- --------------------------------
1.2 11/12/99 [***] [***]
- ------------------------------------------------------------------------------------------------------------
</TABLE>
[***]
Version 1.2 November 12, 1999
Copyright(C)1999, Predictive Systems, Inc. All rights reserved. Predictive
Systems, BusinessFirst, and the Predictive Systems logo are trademarks of
Predictive Systems, Inc.
No part of this document may be reproduced in any form or by any electronic or
mechanical means, including information storage and retrieval devices or
systems, without prior written permission from Predictive Systems, Inc. This
document or information it contains may not be used, reproduced, or disclosed
outside of Qwest Communications, Inc. without authorization in writing by
Predictive Systems, Inc.
C O N F I D E N T I A L--Use, reproduction, or disclosure is subject to the
restrictions in DFARS 252.227-7013 & 252.211-7015/FAR 52.227-14 & 52.227-19 for
commercial computer software or technical data provided to the U.S. government
with limited rights, as applicable.
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
ii
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Table of Contents
- --------------------------------------------------------------------------------
Executive Summary 1
New Functionality (Phase V) 3
Non-disclosure 6
Deadline for Response 6
Responses 7
Proposed Statement of Work 8
[***] 8
[***] 8
Description of Project Tasking 8
Project Scope 11
In-Scope Work 11
Out-of-Scope Work 11
[***] 12
[***] 12
[***] 13
[***] 13
System Platform 14
[***] 17
[***] 18
[***] 20
[***] 21
[***] 22
Assumptions 22
Deliverables 23
Functional System 23
System Documentation 23
Administration Tasks 23
Program Management Summary 24
Project Manager 24
Project Plan 24
Status Reports 25
Status Meetings 25
Project Duration and Staffing Levels 26
Rate Table 27
Project Costs and Billing 27
Application Software 28
Contacts 29
Project Authorization 30
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
iii
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
List of Tables
- --------------------------------------------------------------------------------
Table 1 [***] 3
Table 2 Estimated Hours (Implementation) 26
Table 3 Estimated Hours 27
Table 4 Hourly Billing Rates 27
Table 5 Estimated Cost (Implementation) 28
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
iv
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
List of Figures
- --------------------------------------------------------------------------------
Figure 1 Staged Delivery Model 9
Figure 2 [***] 15
Figure 3 [***] 25
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
v
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Executive Summary
- --------------------------------------------------------------------------------
This revised Statement of Work (SOW) will serve as the final version based on
Qwest's feedback and reprioritization of all tasks contained in the previous
draft. It is understood that Qwest's fiscal year is the same as the calendar
year. Therefore, this SOW will support service delivery through December 31,
1999. As the New Year approaches, Qwest and Predictive Systems will evaluate any
new requirements and the 2000 budget to determine how we will move forward in
the next year.
This summary will first review accomplishments to date and then discuss next
steps for the continued evolution of the [***]. To date, Qwest and Predictive
Systems have [***]. The enhancements that are detailed in this SOW are [***].
The current foundation provides the catalyst from which the finished product
will be derived. [***]. This will be accomplished [***] through the automation
of the following: [***].
[***]:
o [***]:
o [***]
o [***]
o [***]:
o [***]
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
1
<PAGE>
[GRAPHIC OMITTED]
o [***]
o [***]
o [***]
o [***]
o [***]
o [***]
o [***]
[***]
[***]
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
2
<PAGE>
[GRAPHIC OMITTED]
[***]
[***]
[***]
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
3
<PAGE>
[GRAPHIC OMITTED]
[***]
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
4
<PAGE>
[GRAPHIC OMITTED]
[***]
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
5
<PAGE>
[GRAPHIC OMITTED]
[***]
Non-disclosure
- --------------------------------------------------------------------------------
All information contained in this proposal and quotation is confidential and
proprietary to Predictive Systems, constituting its trade secrets and
privileged, confidential property. It is furnished to Qwest in confidence, with
the understanding that it will not be used, without written permission of
Predictive Systems, for other than evaluation purposes or be disclosed to any
third party. Duplication of this proposal and quotation is strictly forbidden,
and all copies shall be returned to Predictive Systems upon our request.
Deadline for Response
- --------------------------------------------------------------------------------
This proposal is valid for 10 days from the date of issuance, unless extended in
writing by Predictive Systems.
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
6
<PAGE>
[GRAPHIC OMITTED]
Responses
- --------------------------------------------------------------------------------
Any responses or questions regarding this proposal should be directed to:
[***]
Business Development Manager
Mid-Atlantic Region
Predictive Systems, Inc.
620 Herndon Parkway, Suite 360
Herndon, Virginia 20170
[***] (voice)
[***] (fax)
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
7
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Proposed Statement of Work
- --------------------------------------------------------------------------------
[***]
- --------------------------------------------------------------------------------
This SOW details the activities of Predictive Systems' [***]. The team will be
responsible for implementing enhancements to the current system to support new
requirements that have emerged since the original [***] was developed. The [***]
functionality enhances the current system functionality in the areas depicted in
Table 1.
[***]
- --------------------------------------------------------------------------------
The [***] system implementation will involve some up-front analysis and
requirements review work followed by the implementation of the identified
functionality. However, unlike a ground-up integration project, and because the
current production [***] serves as the basis for the development of this phase
of enhancements, the [***].
Under the plan recommended in this SOW, the [***] system enhancements will
be delivered in stages, with the most important functionality delivered first.
This staged implementation model was successful during the [***] deployment
cycle. Figure 1 provides a conceptual model for the staged delivery approach.
Description of Project Tasking
- --------------------------------------------------------------------------------
Because the most important functionality is delivered first, the [***] users'
critical needs can be met sooner. Each staged delivery presents tangible
evidence of the project's progress and gives the end-user a chance to review the
interim products and provide feedback to the project team prior to the delivery
of the final system. This methodology allows a series of adjustments to be made
to the system in a controlled fashion, with user input, rather than waiting to
the end of the project to make a massive amount of change. In a series of staged
deliveries, the project progresses along a path that includes the steps
described in the rest of this section .
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
8
<PAGE>
[GRAPHIC OMITTED]
[GRAPHIC OMITTED]
Figure 1 Staged Delivery Model
Requirements Review and Workflow Definition
The requirements review and workflow definition stage of the [***] deployment
involves spending some time with the end-user community to develop a prioritized
list of functional requirements to be deployed in a staged fashion. The [***]
staff has been exposed to the [***]; therefore, a fast-track approach for
requirements review can be utilized by building upon the most desirable
functions from the system and developing new functionality where required.
Although much of the functionality that has been implemented during the [***]
effort was defined during the [***] design task, many of the requirements have
changed over time. However, rather than conducting a lengthy requirements review
and workflow definition process, this task will be conducted as an on-going
iterative process.
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
9
<PAGE>
[GRAPHIC OMITTED]
Staged Deployment of System Functionality
During this stage, user-interface attributes, [***]. During this stage of the
project, the development of [***].
Note:
At the start of this task, Predictive Systems will develop a detailed project
plan that incorporates any [***].
System Deployment
Following the completion of each [***] development stage, which includes
testing and documentation tasks, end-user and system administrator hands-on
training will be conducted, and the functionality developed during that
particular stage will be rolled out into the production environment. [***].
In some instances, [***] prior to rolling new functions into production. These
activities will be coordinated with the [***].
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
10
<PAGE>
[GRAPHIC OMITTED]
Project Scope
- --------------------------------------------------------------------------------
In-Scope Work
- --------------------------------------------------------------------------------
Predictive Systems will implement the [***] functionality as described
herein and will provide the necessary resources and support to accomplish the
following:
o [***]
o [***]
o [***]
o [***]
o [***]
o [***]
o [***]
o [***]
o [***]
Out-of-Scope Work
- --------------------------------------------------------------------------------
The following items are considered out of scope for this SOW or will be
addressed during the [***] implementation:
o [***]
o [***]
o [***]
o [***]
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
11
<PAGE>
[GRAPHIC OMITTED]
[***]
- --------------------------------------------------------------------------------
This SOW details the services Predictive Systems will provide to Qwest in
delivering the [***] functionality. A brief functional overview is included
below.
[***]
- --------------------------------------------------------------------------------
As the [***] system is developed, implemented and deployed, the opportunity to
provide Qwest with [***]. This is primarily due to the nature of [***].
Predictive Systems' developers and engineers must spend the majority of their
time [***].
[***]
o [***]
o [***]
o [***]
o [***]
o [***]
o [***]
o [***]
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
12
<PAGE>
[GRAPHIC OMITTED]
[***]
Business Process and Workflow Analysis
- --------------------------------------------------------------------------------
Predictive Systems will continue to develop and document processes and
procedures to support [***]. Changes to existing requirements and workflows need
to be discovered and documented so they can be implemented in this phase of the
[***]. The focus of this work will be to satisfy as many requirements as
possible and to [***]. In addition, Predictive Systems' consultants will review
current procedures (documented or not) and create updated documentation that
reflects the current and planned state of the operational environment. [***].
Define Requirements for the [***]
- --------------------------------------------------------------------------------
Prior to development commencing on new [***] functions, Predictive Systems'
consultants will collect and document requirements, review the requirements with
the end-users, and develop a design and project plan to be reviewed with Qwest
prior to getting approval to move forward with the development process. For the
most part, this project will be executed [***]. However, in some cases, the
requirements need to be defined prior to estimating resources and timelines.
These areas include:
o [***]
o [***]
o [***]
Part of the deliverables of the requirements definition phase is an estimate of
the resources, cost and schedule required to implement the desired
functionality.
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
13
<PAGE>
[GRAPHIC OMITTED]
System Platform
- --------------------------------------------------------------------------------
[***]
[***]
Planned Architecture
Figure 2 depicts the system architecture that is already being planned for
implementation as part of the [***]. This architecture will be tested and in
production during the [***]. The planned architecture is a refinement of the
original.
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
14
<PAGE>
[GRAPHIC OMITTED]
[GRAPHIC OMITTED]
Figure 2 [***]
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
15
<PAGE>
[GRAPHIC OMITTED]
[***]
One of the first tasks to be initiated and completed during this project,
Predictive Systems will specify and build a separate [***] platform to be used
for staging and testing new system functionality prior to rollout to production.
This not only brings the development methodology into harmony with [***], but
enables a [***].
[***]
[***]
[***]
[***]
[***]
Develop a Software Configuration Management and Testing Methodology
Leveraging the [***] environment, Predictive Systems will define and implement a
methodology for controlling the production schedule for new system
functionality. This will provide a higher level of quality assurance during the
development-test cycle and allow a more formal mode of function rollout from
development to production. This methodology will support the system integration
lifecycle as follows:
[***]
[***]
[***]
[***]
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
16
<PAGE>
[GRAPHIC OMITTED]
Develop a System to Evaluate the [***]
[***]
[***]
[***]
[***]
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
17
<PAGE>
[GRAPHIC OMITTED]
[***]
[***]
[***]
- --------------------------------------------------------------------------------
Support of the [***]
Predictive Systems will support the [***]. Once the requirements are clearly
defined, a change order will be drafted that will clearly spell out the level of
effort and resources required to perform the testing and deployment of [***].
[***]
[***]
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
18
<PAGE>
[GRAPHIC OMITTED}
[***]
[***]
[***]
[***]
[***]
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
19
<PAGE>
[GRAPHIC OMITTED]
[***]
[***]
[***]
[***]
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
20
<PAGE>
[GRAPHIC OMITTED]
[***]
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
21
<PAGE>
[GRAPHIC OMITTED]
[***]
Assumptions
- --------------------------------------------------------------------------------
In determining the scope of work for this project, Predictive Systems has made
the following assumptions:
o The acquisition of all [***] will be the responsibility of Qwest.
o Qwest will ensure the [***].
o Qwest will provide or purchase the [***] specified under separate cover and
make such [***] available within two weeks of the start date of this project.
o No schedules or milestones included in this proposal are considered to be
fixed or binding, as it is impossible for Predictive Systems to understand all
variables at this stage. More detailed timelines will be developed upon the
commencement of the project.
o Qwest will provide Predictive Systems' consultants with access to Qwest
network components and facilities in order to execute delivery of the tasks on
this project. These facilities will also include a connection to the [***]. It
is the intent of Predictive Systems to have [***] on site at Qwest within two
weeks of the start of the project.
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
22
<PAGE>
[GRAPHIC OMITTED]
Deliverables
- --------------------------------------------------------------------------------
The following are deliverables associated with the execution of the tasks on
this project.
Functional System
- --------------------------------------------------------------------------------
Predictive Systems will deliver to Qwest a fully functional [***] system, as
specified in this SOW. The system will be integrated and tested according to the
project plan included in this document.
System Documentation
- --------------------------------------------------------------------------------
In order to properly transition a system of this size and scope, it is critical
that all aspects of the system are properly documented. Two specific types of
system documentation will be provided:
o [***]
o [***]
Each of these documents will contain sections on each of the components of the
architecture.
Administration Tasks
- --------------------------------------------------------------------------------
Predictive Systems will perform general system administration tasks that are
specifically related to the [***].
These tasks include but are not limited to:
o [***]
o [***]
o Knowledge transfer.
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
23
<PAGE>
[GRAPHIC OMITTED]
Program Management Summary
- --------------------------------------------------------------------------------
Project Manager
- --------------------------------------------------------------------------------
Predictive Systems will utilize a Project Manager to plan, coordinate and
execute all [***] activities. This Project Manager will oversee all phases of
the Qwest project including but not limited to the management of all Predictive
Systems resources, all sub-contractor tasks and the overall coordination of the
delivery of services.
Project Plan
- --------------------------------------------------------------------------------
The installation, configuration and deployment of each of the system components
become a task within the implementation project. The summary project plan, which
includes the major tasks and duration times, is illustrated in Figure 3 on the
following page. Please note that the project plan includes a one-month "beta
test" period as well as an optional one-month period of on-site support.
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
24
<PAGE>
[GRAPHIC OMITTED]
[GRAPHIC OMITTED]
Figure 3 [***]
Status Reports
- --------------------------------------------------------------------------------
The Predictive Systems Program Manager will provide a weekly status report in
electronic format to the Qwest Program Manager. The report form will be brief,
listing any items that were completed that week and the open items for the next
week. The purpose of the reports is to provide weekly information on the status
of the project and any outstanding issues from the week.
Status Meetings
- --------------------------------------------------------------------------------
There will be weekly status meetings with Qwest on the overall project. The
meeting should be held at the same time and day every week (the time and day
need to be determined). The meeting will be to review any work that was
performed by the Predictive Systems team and review the open items list of work
that is scheduled for the next week. Also, this meeting will provide a platform
for reviewing any new issues or additional project requirements.
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
25
<PAGE>
[GRAPHIC OMITTED]
Project Duration and Staffing Levels
- --------------------------------------------------------------------------------
Table 2 depicts Predictive Systems' best estimate for the hours associated with
the execution of the [***] of this project.
[***]
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
26
<PAGE>
[GRAPHIC OMITTED]
[***]
Rate Table
- --------------------------------------------------------------------------------
The [***] Implementation Phase of this project is being proposed on a Time and
Materials basis, excluding travel and living expenses. Table 4 depicts the
hourly billing rates for the staff proposed for this project.
[***]
Project Costs and Billing
- --------------------------------------------------------------------------------
Table 5 depicts Predictive Systems' best estimate for total cost associated with
the execution of the tasks for the [***] of this project.
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
27
<PAGE>
[GRAPHIC OMITTED]
[***]
1. Travel and living expenses are not included in these rates. The client is
responsible for any required travel and living expenses for work performed
outside of the Washington, DC Metropolitan area.
2. Predictive Systems will submit monthly invoices. Payment is required within
30 days of invoice receipt.
3. Qwest will be responsible for expenses incurred for the purchase, rent or
lease of hardware and software required by the scope of this project.
Application Software
- --------------------------------------------------------------------------------
The software required for the [***], and its role within the architecture, is
described in detail within the body of this SOW. A summary of the costs
associated with these components will be provided separately. Most of these
costs are associated with additions and enhancements to the [***]. Wherever
possible, Predictive Systems will leverage the existing vendor software licenses
for development and test purposes within the development platform.
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
28
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Contacts
- --------------------------------------------------------------------------------
Direct all business and management communications regarding this project to
[***] of Predictive Systems. The business/management contact can be reached at
[***].
Direct all technical communications regarding this project to [***] of
Predictive Systems. The technical contact can be reached at [***].
Qwest will appoint a management and technical contact who will be responsible
for serving as a liaison for any issues that may arise during the course of this
project.
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
29
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Project Authorization
- --------------------------------------------------------------------------------
The offer for services described in this SOW is valid for ten (10) days unless
extended in writing by Predictive Systems. Any responses or questions regarding
this statement should be directed to:
[***], Business Development Manager
Mid-Atlantic Region
Predictive Systems, Inc.
620 Herndon Parkway, Suite 360
Herndon, Virginia 20170
[***]
This SOW has been assigned the project identifier: [***]. Please use this
project identifier in all written communication pertaining to this statement.
Please sign below as acknowledgement that Qwest has read and understands the
scope of this project. Upon receipt of this signed document, Predictive Systems
will begin providing services as they pertain to the SOW.
Please fax the executed SOW to [***] at Predictive Systems on [***].
Predictive Systems approval:
- --------------------------------------------------------------------------------
Signed Name
- --------------------------------------------------------------------------------
Title Date
Qwest Communications, Inc. approval:
- --------------------------------------------------------------------------------
Signed Name
- --------------------------------------------------------------------------------
Title Date
Owner: [***]/Subject to non-disclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
30
<PAGE>
[GRAPHIC OMITTED]
- -------------------------------------------------------------------------------
[***]
for Qwest Communications, Inc.
- -------------------------------------------------------------------------------
Version 1.0 January 3, 2000
00-QWT-002
Copyright 2000, Predictive Systems, Inc. All rights reserved.
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
<PAGE>
[GRAPHIC OMITTED]
[***] is responsible for the development of this document.
Contact:
[***]
Predictive Systems, Inc.
620 Herndon Parkway, Suite 360
Herndon, VA 20170
[***]
Version 1.0 January 3, 2000
Copyright (C) 2000, Predictive Systems, Inc. Predictive Systems, BusinessFirst
and the Predictive Systems logo are trademarks of Predictive Systems, Inc. All
other brands or product names are trademarks or registered trademarks of their
respective companies.
No part of this document may be reproduced in any form or by any electronic or
mechanical means, including information storage and retrieval devices or
systems, without prior written permission from Predictive Systems, Inc. This
document or information it contains may not be used, reproduced, or disclosed
outside of Qwest Communications, Inc. without authorization in writing by
Predictive Systems, Inc.
C O N F I D E N T I A L--Use, reproduction, or disclosure is subject to the
restrictions in DFARS 252.227-7013 & 252.211-7015/FAR 52.227-14 & 52.227-19 for
commercial computer software or technical data provided to the U.S. government
with limited rights, as applicable.
Copyright 2000, Predictive Systems, Inc. All rights reserved.
Owner: [***]/Subject to non-disclosure agreement/
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 2 of 24
<PAGE>
[GRAPHIC OMITTED]
- -------------------------------------------------------------------------------
Table of Contents
- -------------------------------------------------------------------------------
Introduction 6
Non-disclosure 6
Deadline for Response 6
Executive Summary 7
[***] 8
Proposed Statement of Work (SOW) 12
Overview 12
Enhancements 12
[***] 12
[***] 14
[***] 15
[***] 16
[***] 17
[***] 18
[***] 19
Deliverables 19
Program Management Summary 20
Status Meetings 20
Project Schedule 20
Cost Summary 22
Project Costs and Billing Assumptions 22
Assumptions 23
Contacts 23
Project Authorization 24
Copyright 2000, Predictive Systems, Inc. All rights reserved.
Owner: [***]/Subject to non-disclosure agreement/
Secure disposal required
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 3 of 24
<PAGE>
[GRAPHIC OMITTED]
- -------------------------------------------------------------------------------
List of Tables
- -------------------------------------------------------------------------------
Table 1 Projected Hours 21
Table 2 Rate Structure 22
Copyright 2000, Predictive Systems, Inc. All rights reserved.
Owner: [***]/Subject to non-disclosure agreement/
Secure disposal required
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 4 of 24
<PAGE>
[GRAPHIC OMITTED]
- -------------------------------------------------------------------------------
List of Figures
- -------------------------------------------------------------------------------
Figure 1 Projected Project Plan 21
Copyright 2000, Predictive Systems, Inc. All rights reserved.
Owner: [***]/Subject to non-disclosure agreement/
Secure disposal required
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 5 of 24
<PAGE>
[GRAPHIC OMITTED]
- -------------------------------------------------------------------------------
Introduction
- -------------------------------------------------------------------------------
Predictive Systems(TM) is pleased to present this Statement of Work
(SOW) to Qwest Communications, Inc. (Qwest) for the [***].
The work described in this SOW will result in [***]. We
look forward to continuing to work with Qwest as a strategic partner.
[***]
Non-disclosure
- -------------------------------------------------------------------------------
All information contained in this SOW and quotation is confidential
and proprietary to Predictive Systems, constituting its trade secrets
and privileged, confidential property. It is furnished to Qwest in
confidence, with the understanding that it will not, without written
permission of Predictive Systems, be used for other than evaluation
purposes or be disclosed to any third party. Duplication of this SOW
and quotation is strictly forbidden, and all copies shall be returned
to Predictive Systems upon our request.
Deadline for Response
- -------------------------------------------------------------------------------
This proposal is valid for 30 days from the date of issuance, unless
extended in writing by Predictive Systems.
Copyright 2000, Predictive Systems, Inc. All rights reserved.
Owner: [***]/Subject to non-disclosure agreement/
Secure disposal required
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 6 of 24
<PAGE>
[GRAPHIC OMITTED]
- -------------------------------------------------------------------------------
Executive Summary
- -------------------------------------------------------------------------------
Qwest Communications has made [***]
[***]
Copyright 2000, Predictive Systems, Inc. All rights reserved.
Owner: [***]/Subject to non-disclosure agreement/
Secure disposal required
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 7 of 24
<PAGE>
[GRAPHIC OMITTED]
[***]
- -------------------------------------------------------------------------------
[***]
Copyright 2000, Predictive Systems, Inc. All rights reserved.
Owner: [***]/Subject to non-disclosure agreement/
Secure disposal required
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 8 of 24
<PAGE>
[GRAPHIC OMITTED]
[***]
Copyright 2000, Predictive Systems, Inc. All rights reserved.
Owner: [***]/Subject to non-disclosure agreement/
Secure disposal required
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 9 of 24
<PAGE>
[GRAPHIC OMITTED]
[***]
Copyright 2000, Predictive Systems, Inc. All rights reserved.
Owner: [***]/Subject to non-disclosure agreement/
Secure disposal required
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 10 of 24
<PAGE>
[GRAPHIC OMITTED]
[***]
Copyright 2000, Predictive Systems, Inc. All rights reserved.
Owner: [***]/Subject to non-disclosure agreement/
Secure disposal required
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 11 of 24
<PAGE>
[GRAPHIC OMITTED]
- -------------------------------------------------------------------------------
Proposed Statement of Work (SOW)
- -------------------------------------------------------------------------------
Overview
- -------------------------------------------------------------------------------
Predictive Systems has been requested to provide further support to
[***] Predictive Systems has worked with Qwest to build the
[***]
Enhancements
- -------------------------------------------------------------------------------
This section identifies and discusses the new capabilities that will
result from the tasks Predictive Systems will execute under this SOW.
[***]
- -------------------------------------------------------------------------------
[***]
Copyright 2000, Predictive Systems, Inc. All rights reserved.
Owner: [***]/Subject to non-disclosure agreement/
Secure disposal required
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 12 of 24
<PAGE>
[GRAPHIC OMITTED]
[***]
Copyright 2000, Predictive Systems, Inc. All rights reserved.
Owner: [***]/Subject to non-disclosure agreement/
Secure disposal required
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 13 of 24
<PAGE>
[GRAPHIC OMITTED]
[***]
Process Improvement
- --------------------------------------------------------------------------------
[***]
Copyright 2000, Predictive Systems, Inc. All rights reserved.
Owner: [***]/Subject to non-disclosure agreement/
Secure disposal required
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 14 of 24
<PAGE>
[GRAPHIC OMITTED]
[***]
[***]
- --------------------------------------------------------------------------------
Predictive Systems has worked with Qwest to develop [***].
Predictive Systems will leverage the work already done and add to this
foundation. This will result in a more efficient and robust [***].
The following are specific examples of new functionality that will be
incorporated into [***], resulting in the [***]:
Copyright 2000, Predictive Systems, Inc. All rights reserved.
Owner: [***]/Subject to non-disclosure agreement/
Secure disposal required
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 15 of 24
<PAGE>
[GRAPHIC OMITTED]
[***]
[***]
- --------------------------------------------------------------------------------
[***]
Copyright 2000, Predictive Systems, Inc. All rights reserved.
Owner: [***]/Subject to non-disclosure agreement/
Secure disposal required
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 16 of 24
<PAGE>
[GRAPHIC OMITTED]
[***]
[***]
- --------------------------------------------------------------------------------
[***]
Copyright 2000, Predictive Systems, Inc. All rights reserved.
Owner: [***]/Subject to non-disclosure agreement/
Secure disposal required
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 17 of 24
<PAGE>
[GRAPHIC OMITTED]
[***]
[***]
- --------------------------------------------------------------------------------
[***]
Copyright 2000, Predictive Systems, Inc. All rights reserved.
Owner: [***]/Subject to non-disclosure agreement/
Secure disposal required
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 18 of 24
<PAGE>
[GRAPHIC OMITTED]
[***]
Knowledge Transfer
- --------------------------------------------------------------------------------
Predictive Systems and Qwest are developing a [***]
Predictive Systems will provide a [***]
[] Training - Upon completion of the [***] Predictive Systems
personnel will work with Qwest personnel to train them on the
implementation specifics of the [***]
Deliverables
- --------------------------------------------------------------------------------
The following are deliverables associated with the execution of the
tasks on this project:
[***]
Copyright 2000, Predictive Systems, Inc. All rights reserved.
Owner: [***]/Subject to non-disclosure agreement/
Secure disposal required
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 19 of 24
<PAGE>
[GRAPHIC OMITTED]
[***]
Program Management Summary
- --------------------------------------------------------------------------------
Status Meetings
- --------------------------------------------------------------------------------
There will be weekly status meetings with Qwest on the overall
project. The meeting should be held at the same time of day every week
(the time and day have yet to be determined). The meeting will focus
on reviewing any work that was performed by the Qwest/Predictive
Systems team and reviewing any open items that are scheduled for the
next week's period. This meeting will also provide a platform for
reviewing any new issues or additional project requirements.
Project Schedule
- --------------------------------------------------------------------------------
Assuming that independent tasks are performed at the same time, this
project will take approximately [***] to complete. This
schedule is dependent upon the availability of information and access
to Qwest staff as required.
Project dates are subject to change based on project implementation
details and will be provided to the Qwest Program Manager, as
modifications are required. Weekly written status reports will be
provided to Qwest indicating progress made since the last reporting
period, progress to date, issues and concerns, and action items (new
or outstanding).
Copyright 2000, Predictive Systems, Inc. All rights reserved.
Owner: [***]/Subject to non-disclosure agreement/
Secure disposal required
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 20 of 24
<PAGE>
[GRAPHIC OMITTED]
Table 1 shows the projected staff hours associated with the execution
of this project.
[***]
Note: A detailed matrix, which provides the Predictive Systems'
organizational structure and skill set, is located in the staffing
section of this document.
Figure 1 is a summary project plan of the tasks necessary to complete
this project:
Figure 1 Projected Project Plan
Copyright 2000, Predictive Systems, Inc. All rights reserved.
Owner: [***]/Subject to non-disclosure agreement/
Secure disposal required
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 21 of 24
<PAGE>
[GRAPHIC OMITTED]
Cost Summary
- --------------------------------------------------------------------------------
This project is being proposed on a Time and Materials basis,
excluding travel and living expenses. Table 2 represents Predictive
Systems' rate structure for staff responsible for the execution of the
tasks on this project.
[***]
Project Costs and Billing Assumptions
- --------------------------------------------------------------------------------
Predictive Systems will submit an invoice for consulting services upon
delivery of the technology transfer. Payment is required within 30
days of invoice receipt.
Travel and living expenses are not included in these costs. Qwest will
be responsible for any project-related travel and living expenses
incurred as directed by Qwest.
Copyright 2000, Predictive Systems, Inc. All rights reserved.
Owner: [***]/Subject to non-disclosure agreement/
Secure disposal required
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 22 of 24
<PAGE>
[GRAPHIC OMITTED]
Assumptions
- --------------------------------------------------------------------------------
In determining the scope of work for this project, Predictive Systems
made the following assumptions:
[] Timely access to Qwest personnel and technical information will
be provided in order to meet project milestones and to stay
within the bounds of the costs estimates.
[] Qwest will provide timely review of Predictive Systems
deliverables. Feedback will be in written format.
[] Qwest will designate a staff member to be dedicated to the
Predictive Systems team for training. Predictive Systems will be
granted reasonable access to this person during regular business
hours.
[] Qwest will designate a formal point of contact (POC) for the
duration of the project. This POC will have signature authority
for deliverable acceptance.
[] Qwest will provide Predictive Systems with access to a
development environment.
[] Any additional software required is Qwest's responsibility.
- --------------------------------------------------------------------------------
Contacts
- --------------------------------------------------------------------------------
Direct all communications regarding this project to [***] of
Predictive Systems. The business/management contact can be reached at
[***]
The Qwest Project Manager is [***] and he is responsible for all
management and technical contact. He is also responsible for serving
as a liaison for any issues that may arise during the course of this
project. [***] can be reached at [***]
Copyright 2000, Predictive Systems, Inc. All rights reserved.
Owner: [***]/Subject to non-disclosure agreement/
Secure disposal required
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 23 of 24
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Project Authorization
- --------------------------------------------------------------------------------
The offer for services described in this SOW is valid for thirty (30)
days unless extended in writing by Predictive Systems. Any responses
or questions regarding this statement should be directed to:
[***], Business Development Manager
Mid-Atlantic Region
Predictive Systems, Inc.
620 Herndon Parkway, Suite 360
Herndon, Virginia 20170
[***]
This SOW has been assigned the project identifier: [***] Please
use this project identifier in all written communication pertaining to
this statement.
Please sign below as acknowledgement that Qwest has read and
understands the scope of this project. Upon receipt of this signed
document, Predictive Systems will begin providing services as they
pertain to the SOW.
Please fax the executed SOW to [***] at Predictive Systems on
[***]
Predictive Systems approval:
- --------------------------------------------------------------------------------
Signed Name
- --------------------------------------------------------------------------------
Title Date
Qwest Communications, Inc. approval:
- --------------------------------------------------------------------------------
Signed Name
- --------------------------------------------------------------------------------
Title Date
Copyright 2000, Predictive Systems, Inc. All rights reserved.
Owner: [***]/Subject to non-disclosure agreement/
Secure disposal required
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 24 of 24
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
[***]
For Qwest Communications, Inc
- --------------------------------------------------------------------------------
Version 1.0 January 13, 2000
00-QWT-004
Copyright 2000, Predictive Systems, Inc. All rights reserved.
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
<PAGE>
[GRAPHIC OMITTED]
[***] is responsible for the development of this document.
Contact:
[***]
Predictive Systems, Inc.
620 Herndon Parkway, Suite 360
Herndon, VA 20170
Revision history
- --------------------------------------------------------------------------------
Version Date Comments required Approvals required
- --------------------------------------------------------------------------------
1.0 1/12/00 [***] [***]
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
[***]
Version 1.0 January 13, 2000
Copyright (C) 2000, Predictive Systems, Inc. Predictive Systems, BusinessFirst
and the Predictive Systems logo are trademarks of Predictive Systems, Inc. All
other brands or product names are trademarks or registered trademarks of their
respective companies.
No part of this document may be reproduced in any form or by any electronic or
mechanical means, including information storage and retrieval devices or
systems, without prior written permission from Predictive Systems, Inc. This
document or information it contains may not be used, reproduced, or disclosed
outside of Qwest Communications, Inc. without authorization in writing by
Predictive Systems, Inc.
C O N F I D E N T I A L--Use, reproduction, or disclosure is subject to the
restrictions in DFARS 252.227-7013 & 252.211-7015/FAR 52.227-14 & 52.227-19 for
commercial computer software or technical data provided to the U.S. government
with limited rights, as applicable.
Copyright 2000, Predictive Systems, Inc. All rights reserved.
Owner: [***] / Subject to non-disclosure agreement /
Secure disposal required
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 2 of 25
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Table of Contents
- --------------------------------------------------------------------------------
Introduction 5
Overview 5
Executive Summary 6
Non-disclosure 7
Deadline for Response 7
Project Overview 8
[***] 8
[***] 11
[***] 11
[***] 13
[***] 15
[***] 17
[***] 18
Deliverables 19
Program Management Summary 20
Status Meetings 20
Project Schedule 20
Cost Summary 21
Project Costs and Billing Assumptions 21
Assumptions 22
Out of Scope 23
Contacts 24
Project Authorization 25
Copyright 2000, Predictive Systems, Inc. All rights reserved.
Owner: [***] / Subject to non-disclosure agreement /
Secure disposal required
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 3 of 25
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
List of Tables
- --------------------------------------------------------------------------------
Table 1 Projected Hours 21
Table 2 Rate Structure 21
Table 3 Estimated Cost (Implementation) 22
Copyright 2000, Predictive Systems, Inc. All rights reserved.
Owner: [***] / Subject to non-disclosure agreement /
Secure disposal required
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 4 of 25
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Introduction
- --------------------------------------------------------------------------------
Overview
- --------------------------------------------------------------------------------
Qwest Communications, Inc. is a $3+ billion telecommunications company providing
voice, data, and IP services to residential consumers, business customers, and
other telecommunications carriers throughout the United States and to more than
220 international locations.
[***]
Copyright 2000, Predictive Systems, Inc. All rights reserved.
Owner: [***] / Subject to non-disclosure agreement /
Secure disposal required
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 5 of 25
<PAGE>
[GRAPHIC OMITTED]
Executive Summary
- --------------------------------------------------------------------------------
[***]
Copyright 2000, Predictive Systems, Inc. All rights reserved.
Owner: [***] / Subject to non-disclosure agreement /
Secure disposal required
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 6 of 25
<PAGE>
[GRAPHIC OMITTED]
Non-disclosure
- --------------------------------------------------------------------------------
All information contained in this SOW and quotation is confidential and
proprietary to Predictive Systems, constituting its trade secrets and
privileged, confidential property. It is furnished to Qwest in confidence, with
the understanding that it will not, without written permission of Predictive
Systems, be used for other than evaluation purposes or be disclosed to any third
party. Duplication of this SOW and quotation is strictly forbidden, and all
copies shall be returned to Predictive Systems upon our request.
Deadline for Response
- --------------------------------------------------------------------------------
This proposal is valid for 30 days from the date of issuance, unless extended in
writing by Predictive Systems.
Copyright 2000, Predictive Systems, Inc. All rights reserved.
Owner: [***] / Subject to non-disclosure agreement /
Secure disposal required
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 7 of 25
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Project Overview
- --------------------------------------------------------------------------------
[***]
[***]
Copyright 2000, Predictive Systems, Inc. All rights reserved.
Owner: [***] / Subject to non-disclosure agreement /
Secure disposal required
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 8 of 25
<PAGE>
[GRAPHIC OMITTED]
[***]
Copyright 2000, Predictive Systems, Inc. All rights reserved.
Owner: [***] / Subject to non-disclosure agreement /
Secure disposal required
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 9 of 25
<PAGE>
[GRAPHIC OMITTED]
[***]
Copyright 2000, Predictive Systems, Inc. All rights reserved.
Owner: [***] / Subject to non-disclosure agreement /
Secure disposal required
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 10 of 25
<PAGE>
[GRAPHIC OMITTED]
[***]
Copyright 2000, Predictive Systems, Inc. All rights reserved.
Owner: [***] / Subject to non-disclosure agreement /
Secure disposal required
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 11 of 25
<PAGE>
[GRAPHIC OMITTED]
[***]
Copyright 2000, Predictive Systems, Inc. All rights reserved.
Owner: [***] / Subject to non-disclosure agreement /
Secure disposal required
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 12 of 25
<PAGE>
[GRAPHIC OMITTED]
[***]
[***]
Copyright 2000, Predictive Systems, Inc. All rights reserved.
Owner: [***] / Subject to non-disclosure agreement /
Secure disposal required
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 13 of 25
<PAGE>
[GRAPHIC OMITTED]
[***]
Copyright 2000, Predictive Systems, Inc. All rights reserved.
Owner: [***] / Subject to non-disclosure agreement /
Secure disposal required
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 14 of 25
<PAGE>
[GRAPHIC OMITTED]
[***]
[***]
Copyright 2000, Predictive Systems, Inc. All rights reserved.
Owner: [***] / Subject to non-disclosure agreement /
Secure disposal required
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 15 of 25
<PAGE>
[GRAPHIC OMITTED]
[***]
Copyright 2000, Predictive Systems, Inc. All rights reserved.
Owner: [***] / Subject to non-disclosure agreement /
Secure disposal required
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 16 of 25
<PAGE>
[GRAPHIC OMITTED]
[***]
NOTE: All of the hardware and software required to support the above changes
will be the responsibility of Qwest and should be provided in a timely fashion,
as defined by the Project Plan.
The completion of the work outlined above on the systems of the [***]. This will
provide [***]. Additionally, the system will have capabilities of [***].
Training
- --------------------------------------------------------------------------------
Predictive Systems and Qwest are developing a [***]. Predictive Systems will
provide designated members of Qwest's team with [***]. This will allow those
staff members to effectively support the system. The following detail the items
associated with this deliverable:
o Staffing Recommendations - Predictive Systems will provide Qwest with
recommendations for staffing in order to be able to support the [***]. This
recommendation will include the number of [***].
o Training - Upon completion of the relevant vendor training classes, Predictive
Systems personnel will work with Qwest personnel to train them on the
implementation specifics of the NMS and any of the custom integration work
that has been completed.
Copyright 2000, Predictive Systems, Inc. All rights reserved.
Owner: [***] / Subject to non-disclosure agreement /
Secure disposal required
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 17 of 25
<PAGE>
[GRAPHIC OMITTED]
o Training the Trainer - For appropriate topics, Predictive Systems will train
Qwest personnel using a "Train the Trainer" method. It will be the expectation
that the designated Qwest Trainer be the one to train the bulk of the users on
the topic. [***]
o Documentation - Predictive Systems will provide Qwest with documentation of
the system as configured.
The completion of the training tasks outlined above is a critical step in
enabling Qwest to internally support the [***]. The completion of the tasks
outlined in this section will [***].
[***]
Copyright 2000, Predictive Systems, Inc. All rights reserved.
Owner: [***] / Subject to non-disclosure agreement /
Secure disposal required
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 18 of 25
<PAGE>
[GRAPHIC OMITTED]
[***]
Deliverables
- --------------------------------------------------------------------------------
The deliverables associated with the execution of the tasks on this project are
the functionality described above and the documents listed below:
o Detail Project Plan - To be developed based on Qwest priorities in conjunction
with Predictive Systems. The detailed project plan [***] will be due at the
end of the first week of work on the SOW.
o Reports - There will be reports generated from the [***].
o Staffing Recommendation.
o User Training Guides.
o User Guides for [***].
Copyright 2000, Predictive Systems, Inc. All rights reserved.
Owner: [***] / Subject to non-disclosure agreement /
Secure disposal required
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 19 of 25
<PAGE>
[GRAPHIC OMITTED]
[***]
Program Management Summary
- --------------------------------------------------------------------------------
Status Meetings
- --------------------------------------------------------------------------------
There will be weekly status meetings with Qwest on the overall project. The
meeting should be held at the same time of day every week (the time and day have
yet to be determined). The meeting will focus on reviewing any work that was
performed by the Qwest/Predictive Systems team and reviewing any open items that
are scheduled for the next week's period. This meeting will also provide a
platform for reviewing any new issues or additional project requirements.
Project Schedule
- --------------------------------------------------------------------------------
Assuming that independent tasks are performed at the same time, this project
will take approximately [***] calendar months to complete. This schedule is
dependent upon the availability of information and access to Qwest staff as
required.
Project dates are subject to change based on project implementation details and
will be provided to the Qwest Program Manager, as modifications are required.
Weekly written status reports will be provided to Qwest indicating progress made
since the last reporting period, progress to date, issues and concerns, and
action items (new or outstanding).
A detailed project plan will be delivered at the conclusion of the first week of
work on this SOW based on priorities as defined by Qwest and Predictive Systems.
Table 1 shows the projected staff hours associated with the execution of this
project.
Copyright 2000, Predictive Systems, Inc. All rights reserved.
Owner: [***] / Subject to non-disclosure agreement /
Secure disposal required
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 20 of 25
<PAGE>
[GRAPHIC OMITTED]
[***]
Cost Summary
- --------------------------------------------------------------------------------
This project is being proposed on a Time and Materials basis, for a total of
[***], excluding travel and living expenses. Table 2 represents Predictive
Systems' rate structure for staff responsible for the execution of the tasks on
this project.
[***]
Project Costs and Billing Assumptions
- --------------------------------------------------------------------------------
Table 3 below represents Predictive Systems' best estimate as to the total cost
associated with this project.
Copyright 2000, Predictive Systems, Inc. All rights reserved.
Owner: [***] / Subject to non-disclosure agreement /
Secure disposal required
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 21 of 25
<PAGE>
[GRAPHIC OMITTED]
[***]
1. Predictive Systems will submit an invoice for consulting services upon
delivery of the technology transfer. Payment is required within 30 days of
invoice receipt.
2. Travel and living expenses are not included in these costs. Qwest will be
responsible for any project-related travel and living expenses incurred as
directed by Qwest.
3. Qwest will be responsible for expenses incurred for the purchase, rent, or
lease of hardware required by the scope of this project.
Assumptions
- --------------------------------------------------------------------------------
In determining the scope of work for this project, Predictive Systems made the
following assumptions:
o Any work not specified in this SOW is considered out of scope. Predictive
Systems cannot guarantee that new work or changes to the scope defined in this
SOW can be completed by the stated due date. All changes to the scope of this
SOW must be agreed to by Predictive Systems and Qwest.
o Development environment not currently available, i.e. the short-term
development will be done on the production box. [***]
o Timely access to Qwest personnel and technical information will be provided in
order to meet project milestones and to stay within the bounds of the costs
estimates.
o Qwest will provide timely review of Predictive Systems deliverables. Feedback
will be in written format.
o Qwest will designate a formal Point of Contact (POC) for the duration of the
project. This POC will have signature authority for deliverable acceptance.
Copyright 2000, Predictive Systems, Inc. All rights reserved.
Owner: [***] / Subject to non-disclosure agreement /
Secure disposal required
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 22 of 25
<PAGE>
[GRAPHIC OMITTED]
o Qwest will provide Predictive Systems with access to a development
environment.
o Any additional software and hardware required is Qwest's responsibility. The
timelines for the delivery of hardware and software will be driven by the
project plan.
o Qwest will deliver items that are identified as their responsibilities in a
timely fashion as driven by the associated Project Plan.
o Qwest will provide Predictive Systems with reasonable facilities such as cube
space, telephones, and network connectivity.
o [***]
o [***]
Out of Scope
- --------------------------------------------------------------------------------
The following items are outside the scope of this SOW. These items may
constitute future enhancements to the system, however these items will not be
worked on in the scope of this SOW.
o [***]
o [***]
o [***]
Copyright 2000, Predictive Systems, Inc. All rights reserved.
Owner: [***] / Subject to non-disclosure agreement /
Secure disposal required
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 23 of 25
<PAGE>
[GRAPHIC OMITTED]
Contacts
- --------------------------------------------------------------------------------
Direct all communications regarding this project to [***] of Predictive Systems
at [***]. All technical questions should be directed to [***], who can be
reached at [***].
The Qwest Project Manager is [***], and he is responsible for all management and
technical contact. He is also responsible for serving as a liaison for any
issues that may arise during the course of this project. [***] can be reached at
[***].
Copyright 2000, Predictive Systems, Inc. All rights reserved.
Owner: [***] / Subject to non-disclosure agreement /
Secure disposal required
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 24 of 25
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Project Authorization
- --------------------------------------------------------------------------------
The offer for services described in this SOW is valid for thirty (30) days
unless extended in writing by Predictive Systems. Any responses or questions
regarding this statement should be directed to:
[***], Business Development Manager
Mid-Atlantic Region
Predictive Systems, Inc.
620 Herndon Parkway, Suite 360
Herndon, Virginia 20170
[***]
This SOW has been assigned the project identifier: [***]. Please use this
project identifier in all written communication pertaining to this statement.
Please sign below as acknowledgement that Qwest has read and understands the
scope of this project. Upon receipt of this signed document, Predictive Systems
will begin providing services as they pertain to the SOW.
Please fax the executed SOW to [***] at Predictive Systems on [***].
Predictive Systems approval:
________________________________________________________________________________
Signed Name
________________________________________________________________________________
Title Date
Qwest Communications, Inc. approval:
________________________________________________________________________________
Signed Name
________________________________________________________________________________
Title Date
Copyright 2000, Predictive Systems, Inc. All rights reserved.
Owner: [***] / Subject to non-disclosure agreement /
Secure disposal required
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 25 of 25
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
[***]
for Qwest Communications, Inc.
- --------------------------------------------------------------------------------
Version 1.0 February 16, 2000
00-QWT-009
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
<PAGE>
[GRAPHIC OMITTED]
[***] is responsible for the development of this document.
Contact:
[***]
Predictive Systems, Inc.
620 Herndon Parkway, Suite 360
Herndon, VA 20170
Revision history
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Version Date Comments required Approvals required
- -------------------- --------------------- -------------------------------- --------------------------------
1.0 2/16/00 [***] [***]
- -------------------- --------------------- -------------------------------- --------------------------------
- ------------------------------------------------------------------------------------------------------------
</TABLE>
MDNS Phase II Statement of Work
- --------------------------------------------------------------------------------
Version 1.0 February 16, 2000
Copyright(C)2000, Predictive Systems, Inc. All rights reserved. Predictive
Systems, BusinessFirst, and the Predictive Systems logo are trademarks of
Predictive Systems, Inc.
No part of this document may be reproduced in any form or by any electronic or
mechanical means, including information storage and retrieval devices or
systems, without prior written permission from Predictive Systems, Inc. This
document or information it contains may not be used, reproduced, or disclosed
outside of Qwest without authorization in writing by Predictive Systems, Inc.
C O N F I D E N T I A L--Use, reproduction, or disclosure is subject to the
restrictions in DFARS 252.227-7013 & 252.211-7015/FAR 52.227-14 & 52.227-19 for
commercial computer software or technical data provided to the U.S. government
with limited rights, as applicable.
- --------------------------------------------------------------------------------
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
ii
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Table of Contents
- --------------------------------------------------------------------------------
Executive Summary 5
Non-disclosure 5
Deadline for Response 6
Responses 6
Proposed Statement of Work 7
Overview 7
[***] 7
[***] 8
[***] 8
[***] 8
Proposed Architecture 9
Description of Tools 13
[***] 13
[***] 13
[***] 14
[***] 14
[***] 15
[***] 15
[***] 15
[***] 16
Deliverables 17
Program Management and Project Plan 17
Status Meetings 17
Staffing 18
Project Costs and Billing 18
Assumptions 19
Out of Scope 20
[***] 20
[***] 20
[***] 21
[***] 23
[***] 23
Contacts 24
Project Authorization 25
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
iii
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
List of Tables
- --------------------------------------------------------------------------------
Table 1 Rate Structure 18
Table 2 Total Cost 18
Table 3 Staffing Requirements 19
Table 4 [***] 20
Table 5 [***] 21
Table 6 [***] 22
Table 7 [***] 22
Table 8 [***] 22
Table 9 Others 22
Table 10 [***] 23
Table 11 [***] 23
- --------------------------------------------------------------------------------
List of Figures
- --------------------------------------------------------------------------------
Figure 1 [***] 11
Figure 2 [***] 12
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
iv
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Executive Summary
- --------------------------------------------------------------------------------
Predictive SystemsTM is pleased to present this Statement of Work
(SOW) to Qwest Communications, Inc. (Qwest). The added functionality
and efficiency that will result from the [***]
[***]
Non-disclosure
- --------------------------------------------------------------------------------
All information contained in this proposal and quotation is
confidential and proprietary to Predictive Systems, constituting its
trade secrets and privileged, confidential property. It is furnished
to Qwest in confidence, with the understanding that it will not,
without written permission of Predictive Systems, be used for other
than evaluation purposes or be disclosed to any third party.
Duplication of this proposal and quotation is strictly forbidden, and
all copies shall be returned to Predictive Systems upon our request.
Deadline for Response
- --------------------------------------------------------------------------------
This proposal is valid for 30 days from the date of issuance, unless
extended in writing by Predictive Systems.
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
5
<PAGE>
[GRAPHIC OMITTED]
Responses
- --------------------------------------------------------------------------------
Any responses or questions regarding this proposal should be directed
to:
[***]
Business Development Manager
Mid-Atlantic Region
Predictive Systems, Inc.
620 Herndon Parkway, Suite 360
Herndon, Virginia 20170
[***]
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
6
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Proposed Statement of Work
- --------------------------------------------------------------------------------
Overview
- --------------------------------------------------------------------------------
Qwest Communications, Inc. is a $1+ billion telecommunications company
providing voice, data, and IP services to residential and business
customers, and other telecommunications carriers throughout the United
States and to more than 220 international locations.
[***]
Phase I - Assessment and Design
- --------------------------------------------------------------------------------
The following accomplishments are associated with Phase I:
[] [***]
[] [***]
[] [***]
[] [***]
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
7
<PAGE>
[GRAPHIC OMITTED]
[***]
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
8
<PAGE>
[GRAPHIC OMITTED]
[***]
Proposed Architecture
- --------------------------------------------------------------------------------
[***]
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
9
<PAGE>
[GRAPHIC OMITTED]
[***]
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
10
<PAGE>
[GRAPHIC OMITTED]
[***]
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
11
<PAGE>
[GRAPHIC OMITTED]
[***]
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
12
<PAGE>
[GRAPHIC OMITTED]
[***]
[***]
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
13
<PAGE>
[GRAPHIC OMITTED]
[***]
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
14
<PAGE>
[GRAPHIC OMITTED]
[***]
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
15
<PAGE>
[GRAPHIC OMITTED]
[***]
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
16
<PAGE>
[GRAPHIC OMITTED]
Deliverables
- --------------------------------------------------------------------------------
The following are deliverables associated with the execution of the
tasks on this project:
[] [***]
[] [***]
[] Staffing recommendation
[] [***]
[] [***]
In order to properly transition a [***], it is critical that all
aspects of the system are properly documented. Four specific types of
system documentation will be provided:
[] [***]
[] [***]
[] [***]
[] [***]
Program Management and Project Plan
- --------------------------------------------------------------------------------
Status Meetings
- --------------------------------------------------------------------------------
There will be weekly status meetings with Qwest on the overall process
of the project. The meeting should be held at the same time of day,
every week (the time and day must be determined). The meeting will
focus on reviewing any work that was performed by the Qwest/Predictive
Systems team and reviewing any open items that are scheduled for the
next week's period. This meeting will also provide a platform for any
new issues or additional project requirements.
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
17
<PAGE>
[GRAPHIC OMITTED]
Staffing
- --------------------------------------------------------------------------------
This project is being proposed on a Time and Materials basis,
excluding travel and living expenses. The table below represents
Predictive Systems' rate structure for staff responsible for the
execution of the tasks on this project.
[***]
Project Costs and Billing
- --------------------------------------------------------------------------------
The table below represents Predictive Systems' best estimate as to the
total cost associated with this project.
[***]
1. Predictive Systems will submit an invoice for consulting services
upon delivery of the technology transfer. Payment is required
within 30 days of invoice receipt.
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
18
<PAGE>
[GRAPHIC OMITTED]
2. Travel and living expenses are not included in these costs. Qwest
will be responsible for any project-related travel and living
expenses incurred as directed by Qwest.
3. Qwest will be responsible for expenses incurred for the purchase,
rent, or lease of hardware required by the scope of this project.
[***]
Assumptions
- --------------------------------------------------------------------------------
[] Qwest will provide adequate facilities, network access,
telephones, and cube space.
[] Qwest will provide network connectivity between the IP Services
backbone and the Frame/ATM networks.
[] Timely access to Qwest personnel and technical information will
be provided in order to meet project milestones and to stay
within the bounds of the costs estimates.
[] Qwest will provide timely review of Predictive Systems'
deliverables. Feedback will be in written format.
[] Qwest will designate a formal point of contact (POC) for the
duration of the project. This POC will have signature authority
for deliverable acceptance.
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
19
<PAGE>
[GRAPHIC OMITTED]
[] Qwest will provide Predictive Systems with access to a
development environment.
[] Any additional software required is Qwest's responsibility.
[] Qwest will provide Predictive Systems with hardware for
development.
[] System maintenance (daily backups, etc.) will be done by Qwest
systems support staff
Out of Scope
- --------------------------------------------------------------------------------
The following items are outside the scope of this SOW. These items may
constitute future enhancements to the system, however these items will
not be worked on in the scope of this SOW.
[***]
Required Hardware and Software
- --------------------------------------------------------------------------------
Production Software
- --------------------------------------------------------------------------------
[***]
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
20
<PAGE>
[GRAPHIC OMITTED]
[***]
Production Hardware
- --------------------------------------------------------------------------------
[***]
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
21
<PAGE>
[GRAPHIC OMITTED]
[***]
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
22
<PAGE>
[GRAPHIC OMITTED]
[***]
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
23
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Contacts
- --------------------------------------------------------------------------------
Direct all management communications regarding this project to [***]
of Predictive Systems. [***] can be reached at [***] Direct all
technical communications regarding this project to [***] of Predictive
Systems. [***] can be reached at [***] The business contact for this
project is [***] can be reached at [***]
The Qwest Project Manager is [***]. [***] is responsible for all
management and technical communications related to [***]. He is also
responsible for serving as a liaison for any issues that may arise
during the course of this project. [***] can be reached at [***]
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
24
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Project Authorization
- --------------------------------------------------------------------------------
The offer for services described in this SOW is valid for thirty (30)
days unless extended in writing by Predictive Systems. Any responses
or questions regarding this statement should be directed to:
[***], Business Development Manager
Predictive Systems, Inc.
620 Herndon Parkway, Suite 360
Herndon, Virginia 20170
[***]
This SOW has been assigned the project identifier: [***]. Please use
this project identifier in all written communication pertaining to
this statement. Please sign below as acknowledgement that Qwest has
read and understands the scope of this project. Upon receipt of this
signed document, Predictive Systems will begin providing services as
they pertain to the proposal.
Predictive Systems approval:
- --------------------------------------------------------------------------------
Signed Name
- --------------------------------------------------------------------------------
Title Date
Qwest Communications, Inc. approval:
- --------------------------------------------------------------------------------
Signed Name
- --------------------------------------------------------------------------------
Title Date
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
25
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
[***]
for Cisco Systems
- --------------------------------------------------------------------------------
January 6, 2000
Owner: [***]/ Subject to nondisclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
<PAGE>
[GRAPHIC OMITTED]
[***] is responsible for the development of this document.
Contact:
[***]
Predictive Systems, Inc.
1121 Pacific Avenue
Santa Cruz, CA 95060
Telephone: (831) 460-3100
Revision history
- --------------------------------------------------------------------------------
Version Date Comments required Approvals required
- --------------------------------------------------------------------------------
1.0 1/6/2000
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Predictive Systems approval:
- --------------------------------------------------------------------------------
Signed Name
- --------------------------------------------------------------------------------
Title Date
[***]
January 6, 2000
Copyright(C)2000, Predictive Systems, Inc. All rights reserved. Predictive
Systems, BusinessFirst, and the Predictive Systems logo are trademarks of
Predictive Systems, Inc.
No part of this document may be reproduced in any form or by any electronic or
mechanical means, including information storage and retrieval devices or
systems, without prior written permission from Predictive Systems, Inc. This
document or information it contains may not be used, reproduced, or disclosed
outside of Cisco Systems without authorization in writing by Predictive Systems,
Inc.
CONFIDENTIAL--Use, reproduction, or disclosure is subject to the restrictions in
DFARS 252.227-7013 & 252.211-7015/FAR 52.227-14 & 52.227-19 for commercial
computer software or technical data provided to the U.S. government with limited
rights, as applicable.
Owner: [***]/ Subject to nondisclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
- ii -
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Table of Contents
- --------------------------------------------------------------------------------
Introduction 1
Nondisclosure 2
Deadline for response 2
Proposed statement of work 3
Project description 3
[***] 5
[***] 5
[***] 6
[***] 7
[***] 7
[***] 8
[***] 8
Assumptions 8
Reporting methods 9
Status reports 9
Status meetings 9
Scope and cost 9
Project duration and staffing 9
Project costs and billing 9
Contacts 9
Project authorization 9
Legal terms and conditions; limitation of liability 9
About Predictive Systems 9
Predictive Systems' services 9
Predictive Systems' practice areas 9
[***] 9
Owner: [***]/ Subject to nondisclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
- iii -
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Introduction
- --------------------------------------------------------------------------------
Predictive Systems(TM) is pleased to present this proposal for an [***] in
response to Cisco Systems' request to analyze the [***]. This proposal presents
the methodology Predictive Systems will use to perform this [***] for Cisco
Systems.
The goal of this engagement for the [***] group is to understand the overall
[***] in order to redesign the [***]. The goal of this engagement for Predictive
Systems is to provide clear analysis and recommendations to Cisco Systems in
order to enhance security during the redesign of the [***].
It is vital to Cisco Systems' business that the [***] of [***]. Predictive
Systems will use the results of the [***] define a plan to address Cisco
Systems' immediate [***]. This information will also be incorporated into the
new architecture for these offices.
Predictive Systems will develop its analysis of Cisco Systems' [***] by
performing the following tasks.
Predictive Systems will:
[***]
Owner: [***]/ Subject to nondisclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
- 1 -
<PAGE>
[GRAPHIC OMITTED]
When the [***] is complete, Cisco Systems will have a detailed view of the [***]
as represented by the selected sites, networks, and systems. Predictive Systems
will deliver a report detailing the [***] and will make specific recommendations
for addressing each of these [***]. Cisco Systems will then be able to
incorporate the recommendations into the new architecture.
Nondisclosure
- --------------------------------------------------------------------------------
All information contained in this proposal and quotation is confidential and
proprietary to Predictive Systems, constituting its trade secrets and
privileged, confidential property. It is furnished to Cisco Systems in
confidence, with the understanding that it will not, without prior written
permission of Predictive Systems, be used for other than evaluation purposes or
be disclosed to any third party. Duplication of this proposal and quotation is
strictly forbidden, and all copies shall be returned to Predictive Systems upon
our request.
Deadline for response
- --------------------------------------------------------------------------------
This proposal is valid for thirty (30) days from the date of issuance, unless
extended in writing by Predictive Systems.
Owner: [***]/ Subject to nondisclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
- 2 -
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Proposed statement of work
- --------------------------------------------------------------------------------
Project description
- --------------------------------------------------------------------------------
[***]
Owner: [***]/ Subject to nondisclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
- 3 -
<PAGE>
[GRAPHIC OMITTED]
Predictive Systems will perform the following tasks during the [***]:
[***]
Owner: [***]/ Subject to nondisclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
- 4 -
<PAGE>
[GRAPHIC OMITTED]
Review policies and procedures
- --------------------------------------------------------------------------------
Predictive Systems' [***] will request copies of any existing [***] policies and
formal [***], along with other procedures deemed applicable to the [***] of
the [***]. Predictive Systems will review these to determine that they are
complete, applicable, and enforceable.
[***]
- --------------------------------------------------------------------------------
Predictive Systems will tour the selected Cisco Systems' sites to make a [***]
system. Predictive Systems' [***] will return to any areas that they perceive
warrant more attention. At each site, the Predictive Systems [***] performing
the [***].
During each site survey, Predictive Systems' [***] will:
[***]
Owner: [***]/ Subject to nondisclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
- 5 -
<PAGE>
[GRAPHIC OMITTED]
[***]
Owner: [***]/ Subject to nondisclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
- 6 -
<PAGE>
[GRAPHIC OMITTED]
[***]
Interview personnel
- --------------------------------------------------------------------------------
The Predictive Systems and Cisco Systems [***] will select the Cisco Systems
personnel to be interviewed. The information gathered in these interviews is
confidential and will be used only to establish patterns of behavior and
expectations. [***]
Predictive Systems will use the information gathered during these interviews to
better understand [***]. As part of this process, Predictive Systems will
attempt to [***].
Predictive Systems will perform the following steps:
1. [***]
2. Select employee interview candidates and schedule interviews
3. Interview the selected employees
Analyze the data and generate a report
- --------------------------------------------------------------------------------
Predictive Systems' [***] will gather data from selected Cisco Systems' sites.
[***] at Predictive Systems' offices.
The Predictive Systems staff will develop an [***] based on their analysis of
the data collected from [***].
Owner: [***]/ Subject to nondisclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
- 7 -
<PAGE>
[GRAPHIC OMITTED]
Present findings
- --------------------------------------------------------------------------------
Once Predictive Systems has completed its analysis of the data and has generated
its report, the [***] will return to the Cisco Systems site in [***] to present
its findings. Predictive Systems will provide three individually numbered copies
of the [***] along with a formal presentation of the findings suitable for
[***]. This meeting will serve as a forum for any questions that might remain
regarding the engagement.
Deliverables
- --------------------------------------------------------------------------------
[***]
[***]
[***] will be a two-hour interactive presentation of Predictive Systems'
findings. This presentation will offer an opportunity for high-level planning
and strategy discussions to [***].
Assumptions
- --------------------------------------------------------------------------------
In proposing this statement of work, Predictive Systems makes the following
assumptions:
[***]
Owner: [***]/ Subject to nondisclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
- 8 -
<PAGE>
[GRAPHIC OMITTED]
/ / Cisco Systems' personnel will be available for interviews in a timely
fashion. Any delays in this will result in additional costs.
/ / Cisco Systems will provide any existing [***]
/ / Cisco Systems will provide physical access to all appropriate facilities,
[***]
/ / All [***] will be performed with the cooperation and explicit
written authorization of Cisco Systems.
/ / Cisco Systems will provide access to all appropriate workstations,
servers, or other network equipment as necessary for the execution of the
tasks involved in the security analysis.
/ / Cisco Systems will assign the appropriate personnel to work with the
Predictive Systems team during the course of this project.
/ / [***]
/ / Work must begin by February 1, 2000 in order to deliver a preliminary
report for design purposes by March 13, 2000. General lead-time for setting
a start date is two weeks. These issues can be expedited by immediate
acceptance of this proposal and assistance from the [***] contact to
facilitate scheduling consecutive on-site visits.
Reporting methods
- --------------------------------------------------------------------------------
Status reports
- --------------------------------------------------------------------------------
The Predictive Systems team will provide a weekly status report in electronic
format to the [***]. This brief report will list any items that were completed
the previous week along with any open items for the current week. The purpose of
this report is to provide weekly information on the status of the project and
any outstanding issues. The latest report will be available each Monday morning.
Owner: [***]/ Subject to nondisclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
- 9 -
<PAGE>
[GRAPHIC OMITTED]
Status meetings
- --------------------------------------------------------------------------------
The Predictive Systems [***] will hold weekly status meetings with the Cisco
Systems team. These status meetings should be held at the same time and day
every week (time and day to be determined). The purpose of the status meetings
will be to review all work performed by the Predictive Systems' team and review
the open items and list of work scheduled for the following week. These meetings
will also provide a platform for reviewing any new issues or additional project
requirements.
Owner: [***]/ Subject to nondisclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
- 10 -
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Scope and cost
- --------------------------------------------------------------------------------
Predictive Systems [***]
Predictive Systems is basing the following list on information received from
Cisco Systems. According to that information, the scope of this engagement is
limited to a representative sample of Cisco Systems' [***]
/ / [***]
/ / [***]
/ / [***]
/ / [***]
/ / [***]
/ / [***]
Predictive Systems estimates the projected cost of the project as follows:
Table 1 Projected cost
- --------------------------------------------------------------------------------
Item Cost
- --------------------------------------------------------------------------------
[***]
Total [***]
- --------------------------------------------------------------------------------
* Cisco Systems can significantly decrease the total cost of travel and expenses
by prompt acceptance of this proposal. Upon acceptance, Predictive Systems will
immediately begin planning the necessary travel and accommodationdetails. Our
ability to book airfare and accommodations in advance will lower the total cost
of travel and expenses.
- --------------------------------------------------------------------------------
Owner: [***]/ Subject to nondisclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
- 11 -
<PAGE>
[GRAPHIC OMITTED]
Project duration and staffing
- --------------------------------------------------------------------------------
o Predictive Systems will conduct this project over the course of ten weeks,
with 5-6 weeks of on-site duration.
o A draft of the preliminary report will be delivered by March 13, 2000 in
order for some of the recommendations to be incorporated in the planned
architecture design. This date can be expedited by immediate acceptance of
this proposal and assistance from the [***]
Predictive Systems' [***] will perform the [***]. Additional Predictive Systems'
staff will participate as needed during [***].
Project costs and billing
- --------------------------------------------------------------------------------
/ / This is a fixed-price engagement. Requirements outside the current scope
of work may extend the duration of this project and will be billed on a
time and materials basis at one-and-a-half (1.5) times the Predictive
Systems standard rate.
/ / If the client fails to meet the Assumptions presented on page 8 and
Predictive Systems' final deliverables are affected in any way, the client
is still under obligation for the full amount of the original fixed-price
quote.
/ / Predictive Systems will conduct this service during normal working hours.
Predictive Systems' Business Manager must schedule and approve holiday and
weekend activity in advance. Predictive Systems will bill holiday
activities on a time and materials basis at two (2) times the standard
rate.
/ / Travel and living expenses are not included in these rates (See Scope and
Cost" pg. 11). The client is responsible for any travel and living expenses
required for project work performed outside a 50-mile radius of the
Predictive Systems regional office in Santa Cruz, California. The client is
also responsible for travel and living expenses for any specialized
resources assigned to this engagement from outside the Predictive Systems
Western Region.
Owner: [***]/ Subject to nondisclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
- 12 -
<PAGE>
[GRAPHIC OMITTED]
/ / Predictive Systems will submit monthly invoices. Payment is required
within thirty (30) days of invoice receipt.
/ / Cisco Systems will be responsible for expenses incurred for the purchase,
rent, or lease of hardware and software required to complete this project.
Owner: [***]/ Subject to nondisclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
- 13 -
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Contacts
- --------------------------------------------------------------------------------
Direct all business and management communications regarding this project to
[***] of Predictive Systems. [***] can be reached at [***].
Direct all technical communications regarding this project to [***] of
Predictive Systems. [***] can be reached at [***]
[***] of Cisco Systems will appoint management and technical contacts who will
serve as liaisons between Cisco Systems and the Predictive Systems management
and technical contacts.
Owner: [***]/ Subject to nondisclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
- 14 -
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Project authorization
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Signed Name
- --------------------------------------------------------------------------------
Cisco Systems Title Date
Owner: [***]/ Subject to nondisclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
- 15 -
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Legal terms and conditions; limitation of liability
- --------------------------------------------------------------------------------
Cisco Systems ("COMPANY") hereby accepts the services and the related terms and
conditions set forth in the attached Statement of Work (the "SOW") of Predictive
Systems, Inc. ("Predictive Systems"). COMPANY expressly acknowledges that the
performance of these services will require Predictive Systems to gain access to
COMPANY's confidential and proprietary network and information assets, and
authorizes this access for the purposes described in the SOW, subject, however,
to the Mutual Nondisclosure Agreement, dated October 5, 1998, between COMPANY
and Predictive Systems (the "NDA").
Due to the nature of the services contemplated by the SOW, COMPANY acknowledges
that no representation or warranty can be made by Predictive Systems with
respect to such services or the efficacy thereof. In particular, COMPANY
acknowledges that damage to COMPANY's systems or information could result from
the performance of such services, and that, following completion of such
services, there can be no assurance that COMPANY's network will be secure or
that unauthorized access thereof will not occur. WITHOUT LIMITING THE FOREGOING,
PREDICTIVE SYSTEMS MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS WITH RESPECT TO
ITS PERFORMANCE OF THE SERVICES HEREUNDER OR ANY DELIVERABLES CONTEMPLATED
HEREBY, INCLUDING WITHOUT LIMITATION ANY REPRESENTATION OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE. In order to induce Predictive Systems to
perform its services, COMPANY is accepting the terms and conditions and making
the representations set forth herein, COMPANY irrevocably waives and releases,
and shall be stopped from asserting, any claims for damages or otherwise arising
out of or in connection with the services, except as expressly contemplated by
the NDA.
COMPANY represents and warrants that COMPANY information systems to be accessed
by Predictive Systems do not contain confidential or proprietary information or
other property belonging to any person other than COMPANY, or any classified
information. By accepting Predictive Systems services, COMPANY assumes any and
all liability for any disclosure of any third-party confidential or proprietary
information assets, or any classified information, arising out of or resulting
from such services, and agrees to indemnify, defend and hold harmless Predictive
Systems from and against any claim, loss or liability asserted by any person
arising out of or relating to any such disclosure, subject, however, to the NDA.
COMPANY expressly authorizes Predictive Systems to gain access, including
without limitation external network access and without regard to COMPANY
Information Security Policy, to COMPANY's computer network and information
systems which is reasonable and necessary, in Predictive Systems' sole judgment,
for the purposes described in the SOW, and COMPANY acknowledges that such access
shall be obtained by Predictive Systems with the express permission of COMPANY.
To COMPANY's knowledge, such access is not a violation of any federal, state or
local laws, rules or regulations, including without limitation the Computer
Crime Act of 1986, as amended, or the Economic Espionage Act of 1996, as
amended, and COMPANY agrees not to bring any charges or claims against
Predictive Systems based on such activities. Execution of this SOW by the
representative of COMPANY shall constitute a representation and warranty by
COMPANY that such representative is duly authorized to do so and has received
all requisite governmental consents and approvals which may be necessary or
appropriate to execute this SOW and to carry out the terms hereof, including
without limitation the preceding sentence.
Legal terms and conditions are accepted and approved by: Cisco Systems
- --------------------------------------------------------------------------------
Signature Title Date
- --------------------------------------------------------------------------------
About Predictive Systems
- --------------------------------------------------------------------------------
Owner: [***]/ Subject to nondisclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
- 16 -
<PAGE>
[GRAPHIC OMITTED]
Predictive Systems is a network consulting and integration firm that specializes
in the design, management, and security of business-critical networks.
Recognized in the industry for its vendor-independent perspective, the firm's
expertise lies in solving multi-faceted, complex network problems. At Predictive
Systems, network technology serves two purposes: to make money and to save
money.
Predictive Systems' unique BusinessFirst(TM) methodology helps Fortune-1000
clients define, package, and measure network services. BusinessFirst is rooted
in the concept that a company should run its IT organization as a business.
Throughout the BusinessFirst process, Predictive Systems translates strategic
business objectives into sound, achievable technology solutions. This approach
ensures that the technology never obscures the business goals.
Predictive Systems' BusinessFirst methodology can clarify the business
requirements driving the project in specific, measurable terms. Predictive
Systems quantifies factors such as business risk, total cost of ownership, and
operational efficiency to build a complete financial justification for a network
project. By instrumenting every system to measure and quantify the key factors
that govern success, Predictive Systems turns complexity into clarity.
Predictive Systems serves its clients with a collaborative practice structure
that delivers both breadth and depth of experience to all aspects of a project.
Predictive Systems has the people and processes to build networks that mean
business.
Predictive Systems' services
- --------------------------------------------------------------------------------
Predictive Systems offers a unique combination of expertise in network
management, performance management, internetwork engineering, information
security, and software development. Predictive Systems' engineers combine skill
in network management applications with real-world experience using
state-of-the-art internetwork technologies, including Asynchronous Transfer Mode
(ATM) and Asymmetric Digital Subscriber Line (ADSL), to address the
multi-faceted challenges of designing and managing mission-critical networks.
When technology "gaps" are discovered in a client's network, or disparate
systems need to communicate with one another, Predictive Systems' software
developers build custom applications to solve these problems. These custom
applications can turn a collection of products into an integrated system.
Owner: [***]/ Subject to nondisclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
- 17 -
<PAGE>
[GRAPHIC OMITTED]
Predictive Systems' practice areas
- --------------------------------------------------------------------------------
Predictive Systems' consultants are organized into areas of specialization, or
practice areas. Although many engineers are cross-skilled in a variety of
technologies, and many technologies span multiple practice areas, each practice
area represents an aspect of network technology important enough to warrant
specialization. In addition, the Software Development and Technical Publications
departments span all practice areas. Resources from all of these groups are
available to define and implement the technological solutions that best meet our
clients' business needs.
[***]
- --------------------------------------------------------------------------------
Enterprise Information
Network Security
Management
Internetwork
Design and Performance
Engineering Management
[***]
Owner: [***]/ Subject to nondisclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
- 18 -
<PAGE>
[GRAPHIC OMITTED]
[***]
Owner: [***]/ Subject to nondisclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
- 19 -
<PAGE>
[GRAPHIC OMITTED]
[***]
Owner: [***]/ Subject to nondisclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
- 20 -
<PAGE>
January 24, 2000
Cisco Systems, Inc.
Corporate Investigations
170 West Tasman Drive
San Jose, CA 95134-1706
Statement of Work/Attachment A-Addendum
Dear [***]:
This is to confirm the agreement from our discussions since on January 19, 2000.
During these discussions, Cisco Systems ("Cisco") and Predictive Systems
("Predictive") agreed that Cisco, would retain Predictive for [***] continuing
from Wednesday, January 19, 2000.
Cisco will retain Predictive for [***] services and will issue a valid Purchase
Order [***]. Services will be estimated at an amount [***] to be billed as a
separate line item, as necessary, toward travel and expenses. Should the
engagement continue past January 31, 2000, these services and activities will be
considered out of scope and require a separate addendum and pricing.
Predictive Systems consultants will:
o [***]
o Arrive in [***] for [***] on Tuesday, January 25th. Other possible
locations may be determined on Monday, January 24th.
o Provide a report of their actions regarding the project and the completion
of the project.
o [***]
Cisco Systems agrees to provide Predictive with access to and use of Cisco
Systems' [***] for Predictive to perform the Services. Predictive agrees to
promptly inform Cisco Systems in writing if, in Predictive's judgment, [***] or
if timely performance of the Services may be jeopardized for any reason.
- --------------------- ---------------------
[***] [***]
Cisco Proprietary: Attorney-Client Privilege, Attorney Work Product
Predictive Systems Inc. Confidential/Subject to Non-Disclosure Agreement
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
<PAGE>
January 17, 2000
Cisco Systems, Inc.
Corporate Investigations
170 West Tasman Drive
San Jose, CA 95134-1706
Statement of Work/Attachment A
Dear [***]:
This is to confirm the agreement from our meeting on January 14, 2000. In this
meeting, Cisco Systems ("Cisco") and Predictive Systems ("Predictive") agreed
that Cisco, would retain Predictive for [***] (hereafter, "Services") beginning
Monday, January 17, 2000.
Cisco will retain Predictive for [***] and will issue a valid Purchase Order
[***] to be billed as a separate line item, as necessary, toward travel and
expenses. Should the engagement continue past January 19, 2000, these services
and activities will be considered out of scope and require a separate addendum
and pricing.
Predictive Systems consultants will:
o [***]
o Arrive at [***] on Tuesday evening (the [***] site will only require a
Wednesday visit) [***] on Wednesday, January 19th.
o Provide a report of their actions regarding the project and the completion
of the project.
Cisco Systems agrees to provide Predictive with [***] for Predictive to perform
the Services. Predictive agrees to promptly inform Cisco Systems in writing if,
in Predictive's judgment, [***] or if timely performance of the Services may be
jeopardized for any reason.
- ---------------------- ------------------------
[***] [***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
<PAGE>
January 25, 2000
Cisco Systems, Inc.
170 W. Tasman Dr.
San Jose, CA 95134-1706
Statement of Work/Attachment A-Addendum to [***]
Dear [***]:
This is to confirm the agreement from your discussion with [***] and your email
sent on January 19th. Cisco Systems ("Cisco") and Predictive Systems
("Predictive") agreed that Cisco Systems would retain Predictive for [***]
(hereafter, "Services") beginning February 1, 2000 (or mutually agreed upon
date).
Cisco will retain Predictive [***] and will issue an additional valid Purchase
Order [***]. Services will be [***] for the expansion of scope stated below. As
discussed on January 25th with [***], any indication that the service cost will
exceed the purchase order amount, additional funds will be processed
immediately. The project final report and presentation will be delivered by
April 15, 2000. Should the engagement continue past April 15, 2000 these
services and activities will be considered out of scope and require a separate
addendum and pricing.
Predictive Systems consultants will:
(Refer to Scope and Cost on pg. 11 of [***])
o [***]
o [***]
o [***]
o [***]
Cisco Systems agrees to provide Predictive with [***] (hereafter "company
resources") to the extent necessary for Predictive to perform the Services.
Predictive agrees to promptly inform Cisco Systems in writing if, in Predictive
Systems' judgment, the company resources are in any way [***].
- ------------------------------------ ------------------------------------
Cisco Systems Marlene Bell
Vice President Business Development
Western Region
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
[***]
for Cisco Systems
- --------------------------------------------------------------------------------
February 18, 2000
Owner: [***]/ Subject to nondisclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
<PAGE>
[GRAPHIC OMITTED]
[***] is responsible for the development of this document.
Contact:
[***]
Predictive Systems, Inc.
1121 Pacific Avenue
Santa Cruz, CA 95060
Telephone: (831) 460-3100
Revision history
<TABLE>
<CAPTION>
- -------------------- --------------------- -------------------------------- --------------------------------
Version Date Comments required Approvals required
- -------------------- --------------------- -------------------------------- --------------------------------
<S> <C> <C> <C>
1.0, 2.0 1/7/2000,
1/26/2000
- -------------------- --------------------- -------------------------------- --------------------------------
3.0, 3.1 2/3/2000,2/18/200
- -------------------- --------------------- -------------------------------- --------------------------------
</TABLE>
Predictive Systems approval:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Signed Name
- --------------------------------------------------------------------------------
Title Date
[***]
February 18, 2000
Copyright(C)2000, Predictive Systems, Inc. All rights reserved. Predictive
Systems, BusinessFirst, and the Predictive Systems logo are trademarks of
Predictive Systems, Inc.
No part of this document may be reproduced in any form or by any electronic or
mechanical means, including information storage and retrieval devices or
systems, without prior written permission from Predictive Systems, Inc. This
document or information it contains may not be used, reproduced, or disclosed
outside of Cisco Systems without authorization in writing by Predictive Systems,
Inc.
C O N F I D E N T I A L--Use, reproduction, or disclosure is subject to the
restrictions in DFARS 252.227-7013 & 252.211-7015/FAR 52.227-14 & 52.227-19 for
commercial computer software or technical data provided to the U.S. government
with limited rights, as applicable.
Owner: [***]/ Subject to nondisclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
- ii -
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Table of Contents
- --------------------------------------------------------------------------------
Introduction 1
Nondisclosure 1
Deadline for response 1
Proposed statement of work 2
Project: [***] 2
2
3
3
3
Deliverables 4
Assumptions 5
Reporting methods 6
Status reports 6
Status meetings 6
Scope and cost 7
Project costs and billing 7
Contacts 9
Project authorization 10
About Predictive Systems 11
Predictive Systems' services 11
Predictive Systems' practice areas 12
[***] 12
Owner: [***]/ Subject to nondisclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
- iii -
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Introduction
- --------------------------------------------------------------------------------
Cisco Systems has requested Predictive Systems(TM) [***].
The project goals are to:
o [***]
o
o
o [***]
o
o
o
o
Nondisclosure
- --------------------------------------------------------------------------------
All information contained in this proposal and quotation is confidential and
proprietary to Predictive Systems, constituting its trade secrets and
privileged, confidential property. It is furnished to Cisco Systems in
confidence, with the understanding that it will not, without prior written
permission of Predictive Systems, be used for other than evaluation purposes or
be disclosed to any third party. Duplication of this proposal and quotation is
strictly forbidden, and all copies shall be returned to Predictive Systems upon
our request.
Deadline for response
- --------------------------------------------------------------------------------
This proposal is valid for thirty (30) days from the date of issuance, unless
extended in writing by Predictive Systems.
Owner: [***]/ Subject to nondisclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
- 1 -
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Proposed statement of work
- --------------------------------------------------------------------------------
Project: Border router review
- --------------------------------------------------------------------------------
The review will include [***]:
o [***]
o
o
Review [***]
- --------------------------------------------------------------------------------
Predictive Systems' [***].
[***]
See "Deliverables" on page 4 for additional areas addressed in the final report.
In addition, the weekly status meeting gives Cisco Systems, the opportunity to
address any slight modifications necessary. If a reason is discovered to focus
beyond what is stated in this scope of work, an addendum can be created to
address those needs.
Owner: [***] / Subject to nondisclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
- 2 -
<PAGE>
[GRAPHIC OMITTED]
[***]
Predictive Systems will [***].
Recommend [***]
- --------------------------------------------------------------------------------
In order to recommend [***] Predictive Systems will:
o [***]
o
o
[***]
Predictive Systems will [***].
[***]
- --------------------------------------------------------------------------------
Predictive Systems will classify the services and [***]. By classifying the
information, Predictive Systems can [***].
Data analysis and report generation
- --------------------------------------------------------------------------------
All data will be gathered and reviewed onsite.
Predictive Systems [***].
Owner: [***]/ Subject to nondisclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
-3-
<PAGE>
[GRAPHIC OMITTED]
Deliverables
- --------------------------------------------------------------------------------
[***]
[***]
Owner: [***]/ Subject to nondisclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
-4-
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Assumptions
- --------------------------------------------------------------------------------
In proposing this statement of work, Predictive Systems makes the following
assumptions:
o [***]
o [***]
o [***]
o [***]
o [***]
o [***]
o Cisco Systems will assign the appropriate personnel to work with the
Predictive Systems team during the course of this project.
Owner: [***]/ Subject to nondisclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
-5-
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Reporting methods
- --------------------------------------------------------------------------------
Status reports
- --------------------------------------------------------------------------------
The Predictive Systems team will provide a weekly status report in electronic
format to the Cisco Systems Program Manager. This brief report will list any
items that were completed the previous week along with any open items for the
current week. The purpose of this report is to provide weekly information on the
status of the project and any outstanding issues. The latest report will be
available each Monday morning.
Status meetings
- --------------------------------------------------------------------------------
The Predictive Systems [***] will hold weekly status meetings with the Cisco
Systems team. These status meetings should be held at the same time and day
every week (time and day to be determined). The purpose of the status meetings
will be to review all work performed by the Predictive Systems' team and review
the open items and list of work scheduled for the following week. These meetings
will also provide a platform for reviewing any new issues or additional project
requirements.
Owner: [***]/ Subject to nondisclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
-6-
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Scope and cost
- --------------------------------------------------------------------------------
The following estimates are based on information received from Cisco Systems by
Predictive Systems.
Table 1 Project duration
- ---------- ----------------------------------- ------------
Item Deliverable Time
- ---------- ----------------------------------- ------------
1 [***] 3 weeks
- ---------- ----------------------------------- ------------
2 [***] 1 week
- ---------- ----------------------------------- ------------
Predictive Systems estimates the projected cost of the project as follows:
- --------------------------------------------------------------------------------
Table 2 Costs
- ----------------------------------------------------------- --------------------
Item Costs
- ----------------------------------------------------------- --------------------
[***] [***]
- ----------------------------------------------------------- --------------------
[***] [***]
- ----------------------------------------------------------- --------------------
Total [***]
- ----------------------------------------------------------- --------------------
Due to the nature and expected acceptance date of this project, it is expected
that there will be little travel and living expenses. Travel and Expenses are
not to exceed [***].
Project costs and billing
- --------------------------------------------------------------------------------
o This is a fixed-price engagement. Requirements outside the current scope of
work may extend the duration of this project and will be billed on a time
and materials basis at [***] the Predictive Systems standard rate.
o If the client fails to meet the Assumptions presented on page 5 and
Predictive Systems' final deliverables are affected in any way, the client
is still under obligation for the full amount of the original fixed-price
quote.
o Predictive Systems will conduct this service during normal working hours.
Predictive Systems' Business Manager must schedule and approve holiday and
weekend activity in advance. Predictive Systems will bill holiday activities
on a time and materials basis at [***] the standard rate.
Owner: [***]/ Subject to nondisclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
-7-
<PAGE>
[GRAPHIC OMITTED]
o Travel and living expenses are not included in these rates. The client is
responsible for any travel and living expenses required for project work
performed outside a 50-mile radius of the Predictive Systems regional office
in Santa Cruz, California. The client is also responsible for travel and
living expenses for any specialized resources assigned to this engagement
from outside the Predictive Systems Western Region.
o Predictive Systems will submit monthly invoices. Payment is required within
thirty (30) days of invoice receipt.
o Cisco Systems will be responsible for expenses incurred for the purchase,
rent, or lease of hardware and software required to complete this project.
Owner: [***]/ Subject to nondisclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
-8-
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Contacts
- --------------------------------------------------------------------------------
Direct all business and management communications regarding this project to
[***] of Predictive Systems. [***] can be reached at [***].
Direct all technical communications regarding this project to [***] of
Predictive Systems. [***] can be reached at [***].
[***] of Cisco Systems will appoint management and technical contacts who will
serve as liaisons between Cisco Systems and the Predictive Systems management
and technical contacts.
Owner: [***]/ Subject to nondisclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
-9-
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Project authorization
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Signed Name
- --------------------------------------------------------------------------------
Cisco Systems Title Date
Terms and conditions bound by Cisco Systems - Predictive Systems master service
agreement.
Owner: [***]/ Subject to nondisclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
-10-
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
About Predictive Systems
- --------------------------------------------------------------------------------
Predictive Systems is a network consulting and integration firm that specializes
in the design, management, and security of business-critical networks.
Recognized in the industry for its vendor-independent perspective, the firm's
expertise lies in solving multi-faceted, complex network problems. At Predictive
Systems, network technology serves two purposes: to make money and to save
money.
Predictive Systems' unique BusinessFirst(TM) methodology helps Fortune-1000
clients define, package, and measure network services. BusinessFirst is rooted
in the concept that a company should run its IT organization as a business.
Throughout the BusinessFirst process, Predictive Systems translates strategic
business objectives into sound, achievable technology solutions. This approach
ensures that the technology never obscures the business goals.
Predictive Systems' BusinessFirst methodology can clarify the business
requirements driving the project in specific, measurable terms. Predictive
Systems quantifies factors such as business risk, total cost of ownership, and
operational efficiency to build a complete financial justification for a network
project. By instrumenting every system to measure and quantify the key factors
that govern success, Predictive Systems turns complexity into clarity.
Predictive Systems serves its clients with a collaborative practice structure
that delivers both breadth and depth of experience to all aspects of a project.
Predictive Systems has the people and processes to build networks that mean
business.
Predictive Systems' services
- --------------------------------------------------------------------------------
Predictive Systems offers a unique combination of expertise in network
management, performance management, internetwork engineering, information
security, and software development. Predictive Systems' engineers combine skill
in network management applications with real-world experience using
state-of-the-art internetwork technologies, including Asynchronous Transfer Mode
(ATM) and Asymmetric Digital Subscriber Line (ADSL), to address the
multi-faceted challenges of designing and managing mission-critical networks.
When technology "gaps" are discovered in a client's network, or disparate
systems need to communicate with one another, Predictive Systems' software
developers build custom applications to solve these problems. These custom
applications can turn a collection of products into an integrated system.
Owner: [***]/ Subject to nondisclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
-11-
<PAGE>
[GRAPHIC OMITTED]
Predictive Systems' practice areas
- --------------------------------------------------------------------------------
Predictive Systems' consultants are organized into areas of specialization, or
practice areas. Although many engineers are cross-skilled in a variety of
technologies, and many technologies span multiple practice areas, each practice
area represents an aspect of network technology important enough to warrant
specialization. In addition, the Software Development and Technical Publications
departments span all practice areas. Resources from all of these groups are
available to define and implement the technological solutions that best meet our
clients' business needs.
Enterprise Information
Network Secrity
Management
Internetwork
Design and Performance
Engineering Management
Owner: [***]/ Subject to nondisclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
-12-
<PAGE>
[GRAPHIC OMITTED]
[***]
- --------------------------------------------------------------------------------
[***]
Owner: [***]/ Subject to nondisclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
-13-
<PAGE>
[GRAPHIC OMITTED]
[***]
Owner: [***]/ Subject to nondisclosure agreement
[***]
PREDICTIVE SYSTEMS CONFIDENTIAL
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
-14-
<PAGE>
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
CISCO SYSTEMS
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Vendor Statement of Work
- --------------------------------------------------------------------------------
This Statement of Work ("SOW" or "Agreement") is made and entered into between
Cisco Systems, Inc., a California corporation, with offices at 170 West Tasman
Drive, San Jose, California 95134 ("Cisco") and Predictive Systems, with offices
at Atlanta, GA as of the date last written below.
The terms of this SOW are limited to the scope of this SOW and shall not be
applicable to any other Statement of Work, which may be executed.
IN WITNESS WHEREOF, the duly authorized representatives of the parties hereto
have caused this SOW to be duly executed.
CISCO SYSTEMS INC. PREDICTIVE SYSTEMS
By:__________________________________ By:__________________________________
Name:________________________________ Name:________________________________
Title:_______________________________ Title:_______________________________
Date:________________________________ Date:________________________________
1. PROJECT SCOPE. This Statement of Work defines the Services and the
Deliverables that Predictive Systems shall provide to Customer under the
terms of the Agreement ("Services"). Services shall be provided during
normal hours of business (Monday through Friday 8:00am to 5:00pm local
time, excluding Cisco observed holidays). A list of Cisco observed holidays
could be provided upon request.
Cisco shall provide Services (as described in Section 4 hereof) for the
following Customer site(s):
1.1 Location:
Customer: [***]
Address: [***]
Contact: [***]
Main No. [***]
Phone No. [***]
Fax No. [***]
Email: [***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
1
<PAGE>
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
2. RESOURCE DESCRIPTION and RATE.
[***]
3. SCHEDULE.
[***]
4. RESPONSIBILITIES OF THE PARTIES:
4.1 [***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
2
<PAGE>
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
5. PURCHASE ORDER ISSUANCE
Customer shall place orders for the Services defined herein by issuing
a written Purchase Order signed by an authorized representative,
indicating the following:
5.1 Services required by reference to this SOW and task/sites;
5.2 Quantity;
5.3 Price;
5.4 Requested service date;
5.5 Bill-to address;
5.6 Service-to address;
5.7 Primary site contact; and
5.8 Tax exemption certificates, if applicable
All Purchase Orders issued for the Services identified in this SOW
shall reference the SOW and the Agreement. The terms and conditions of
the SOW and the Agreement prevail regardless of any conflicting terms
on the Purchase Order, other correspondence, and any and all verbal
communications. All Purchase Orders must be approved and accepted by
Cisco at San Jose, CA.
6. ASSUMPTIONS. [***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
3
<PAGE>
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
7. CHANGE MANAGEMENT PROCEDURES:
7.1 It may become necessary to amend this Statement of Work for reasons
including, but not limited to, the following:
7.1.1 Customer's changes to the scope of work and/or specifications
for the Deliverables,
7.1.2 Customer's changes to the Implementation Plan,
7.1.3 Non-availability of resources which are beyond either party's
control; and/or,
7.1.4 Environmental or architectural impediments not previously
identified.
7.2 In the event either party desires to change this Statement of Work,
the following procedures will apply:
7.2.1 The party requesting the change will deliver a change request
document ("Change Request") to the other
party. The Change Request will describe the nature of the
change, the reason for the change, and the effect the change
will have on the scope of work, which may include changes to
the Deliverables, and the schedule.
7.2.2 A Change Request may be initiated either by the customer or
by Cisco for any material changes to the SOW. The designated
Program/Project Manager of the requesting party will review
the proposed change with his/her counterpart. The parties
will evaluate the Change Request and negotiate in good faith
the changes to the Services and the additional charges, if
any, required to implement the Change Request. If both
parties agree to implement the Change Request, the
appropriate authorized representatives of the parties will
sign the Change Request, indicating the acceptance of the
changes by the parties.
7.2.3 Upon execution of the Change Request, said Change Request
will be incorporated into, and made a part of, this SOW.
7.3 Whenever there is a conflict between the terms and conditions set
forth in a fully executed Change Request and those set forth in the
original SOW, or previous fully executed Change Request, the terms
and conditions of the most recent fully executed Change Request shall
prevail.
8. DURATION OF WORK/SCHEDULE.
A requested Service commencement date is to be included in Customer's
Purchase Order subject to confirmation by Cisco.
9. COMPLETION. [***]
10. PAYMENT. [***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
4
<PAGE>
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
11. PRIMARY CONTACTS
Unless otherwise specified on the Purchase Order which has been accepted by
Cisco, the primary contact for the Customer shall be:
Customer Contact: Cisco Contact:
Telephone Number: Telephone Number:
Facsimile Number: Facsimile Number:
E-mail address: E-mail address:
12. ADDITIONAL TERMS
12.1 WARRANTY.
NOTHING IN THIS AGREEMENT SHALL AFFECT THE WARRANTIES PROVIDED
WITH ANY HARDWARE PURCHASED OR SOFTWARE LICENSED BY CUSTOMER.
ANY AND ALL SERVICES AND DELIVERABLES PROVIDED HEREUNDER SHALL
BE PERFORMED IN A WORKMANLIKE MANNER. EXCEPT AS SPECIFIED IN
THIS SECTION, ALL EXPRESS OR IMPLIED CONDITIONS,
REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION,
ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY,
AGAINST INFRINGEMENT OR ARISING FROM A COURSE OF DEALING,
USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT
ALLOWED BY APPLICABLE LAW. CUSTOMER MUST NOTIFY CISCO PROMPTLY
OF ANY CLAIMED BREACH OF ANY WARRANTIES. CUSTOMER'S SOLE AND
EXCLUSIVE REMEDY FOR BREACH OF WARRANTY SHALL BE, AT CISCO'S
OPTION, RE-PERFORMANCE OF THE SERVICES; OR TERMINATION OF THE
APPLICABLE EQUIPMENT LIST OR SOW AND RETURN OF THE PORTION OF
THE FEES PAID TO CISCO BY CUSTOMER FOR SUCH NON-CONFORMING
SERVICES OR DELIVERABLES. THIS DISCLAIMER AND EXCLUSION SHALL
APPLY EVEN IF THE EXPRESS WARRANTY AND LIMITED REMEDY SET
FORTH ABOVE FAILS OF ITS ESSENTIAL PURPOSE. THE WARRANTY
PROVIDED IS SUBJECT TO THE LIMITATION OF LIABILITY SET FORTH
IN SECTION 12.2 HEREOF.
12.2 LIMITATION OF LIABILITY.
NOTWITHSTANDING ANYTHING ELSE HEREIN, ALL LIABILITY OF CISCO,
ITS SUPPLIERS AND ITS SUBCONTRACTORS UNDER THIS AGREEMENT
SHALL BE LIMITED TO THE AMOUNTS PAID BY CUSTOMER TO CISCO
UNDER THE EXHIBIT GIVING RISE TO SUCH LIABILITY FOR THE
SERVICES THAT WERE PROVIDED DURING THE SIX MONTHS PRECEDING
THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH LIABILITY OR,
IN THE CASE OF PROFESSIONAL SERVICES, SHALL BE LIMITED TO THE
AMOUNT PAID BY CUSTOMER TO CISCO UNDER THE SOW GIVING RISE TO
SUCH LIABILITY DURING THE SIX MONTHS PRECEDING THE EVENT OR
CIRCUMSTANCES GIVING RISE TO SUCH LIABILITY. THE LIABILITY OF
CISCO AND ITS SUPPLIERS UNDER EACH THIS SOW SHALL BE
CUMULATIVE AND NOT PER INCIDENT.
12.3 CONSEQUENTIAL DAMAGES WAIVER.
IN NO EVENT SHALL CISCO, ITS SUPPLIERS OR ITS SUBCONTRACTORS
BE LIABLE FOR (A) ANY INCIDENTAL, SPECIAL, PUNITIVE OR
CONSEQUENTIAL DAMAGES, LOST PROFITS OR LOST DATA, OR ANY OTHER
INDIRECT DAMAGES, WHETHER ARISING IN CONTRACT, TORT (INCLUDING
NEGLIGENCE) OR OTHERWISE OR (B) ANY COSTS OR EXPENSES FOR THE
PROCUREMENT OF SUBSTITUTE EQUIPMENT OR SERVICES IN EACH CASE,
EVEN IF CISCO OR ITS SUPPLIERS HAVE BEEN INFORMED OF THE
POSSIBILITY THEREOF\
12.4 CONFIDENTIAL INFORMATION.
5
<PAGE>
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
12.4.1 Customer acknowledges that, in connection with this Agreement and
its relationship with Cisco, it may obtain information relating to the
Products or to Cisco, which is of a confidential and proprietary
nature ("Confidential Information"). Such Confidential Information may
include, but is not limited to, trade secrets, know how, inventions,
techniques, processes, programs, schematics, software source
documents, data, customer lists, financial information, and sales and
marketing plans or information which Customer knows or has reason to
know is confidential, proprietary or trade secret information of
Cisco, as well as any information posted on CCO. Customer shall at all
times, both during the term of this Agreement and for a period of at
least three (3) years after its termination, keep in trust and
confidence all such Confidential Information, and shall not use such
Confidential Information other than as expressly authorized by Cisco
under this Agreement, nor shall Customer disclose any such
Confidential Information to third parties without Cisco's written
consent. Customer further agrees to immediately return to Cisco all
Confidential Information (including copies thereof) in Customer's
possession, custody, or control upon termination of this Agreement at
any time and for any reason. The obligations of confidentiality shall
not apply to information which (a) has entered the public domain
except where such entry is the result of Customer's breach of this
Agreement; (b) prior to disclosure hereunder was already rightfully in
Customer's possession; (c) subsequent to disclosure hereunder is
obtained by Customer on a nonconfidential basis from a third party who
has the right to disclose such information to the Customer; (d) is
required to be disclosed pursuant to a court order, so long as Cisco
is given adequate notice and the ability to challenge such required
disclosure.
12.4.2 Neither party shall disclose, advertise, or publish the terms and
conditions of this Agreement without the prior written consent of the
other party. Any press release or publication regarding this Agreement
is subject to prior review and written approval of the parties.
12.5 This Agreement is the complete agreement between the parties hereto
concerning the subject matter of this Agreement and replaces any prior
or contemporaneous oral or written communications between the parties.
There are no conditions, understandings, agreements, representations,
or warranties, expressed or implied, which are not specified herein.
This Agreement may only be modified by a written document executed by
the parties hereto.
6
<PAGE>
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
[GRAPHIC OMITTED] APPENDIX A-1
Milestone Number: _______
MILESTONE/SERVICE COMPLETION CERTIFICATE
Pursuant to the above referenced Statement of Work (collectively, the
"Agreement") between Cisco Systems, Inc. and the undersigned, the undersigned
hereby certifies, by the signature of an authorized representative, that the
Milestone/Service described has been completed in a satisfactory manner on the
date indicated below:
Milestone/Service Date
- ----------------- ----
[***]
Acknowledged and Agreed: Acknowledged and Agreed:
___________________________________ _________________________________
("Customer") Cisco Project Manager
By:________________________________ By:______________________________
Name:______________________________ Name:____________________________
Title:_____________________________ Title:___________________________
Date:______________________________ Date:____________________________
<PAGE>
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Statement of Work
- --------------------------------------------------------------------------------
This Statement of Work ("SOW" or "Agreement") is made and entered into between
Cisco Systems, Inc., a California corporation, with offices at 170 West Tasman
Drive, San Jose, California 95134 ("Cisco") and Predictive Systems, with offices
at Atlanta, GA as of the date last written below.
The terms of this SOW are limited to the scope of this SOW and shall not be
applicable to any other Statement of Work, which may be executed.
IN WITNESS WHEREOF, the duly authorized representatives of the parties hereto
have caused this SOW to be duly executed.
CISCO SYSTEMS INC. PREDICTIVE SYSTEMS
By:_______________________________ By:_______________________________
Name:_____________________________ Name:_____________________________
Title:____________________________ Title:____________________________
Date:_____________________________ Date:_____________________________
1. PROJECT SCOPE. This Statement of Work defines the Services and the
Deliverables that Predictive Systems shall provide to Customer under the
terms of the Agreement ("Services"). Services shall be provided during
normal hours of business (Monday through Friday 8:00am to 5:00pm local time,
excluding Cisco observed holidays). A list of Cisco observed holidays could
be provided upon request.
Cisco shall provide Services (as described in Section 4 hereof) for the
following Customer site(s):
1.1 Location:
Customer: World Star Communications
Address: [***]
Contact: [***]
Phone No. [***]
Fax No. [***]
Email: [***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
1
<PAGE>
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
2. RESOURCE DESCRIPTION and RATE.
[***]
3. SCHEDULE.
[***]
4. RESPONSIBILITIES OF THE PARTIES:
4.1 Onsite Support
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
2
<PAGE>
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
5. PURCHASE ORDER ISSUANCE
Customer shall place orders for the Services defined herein by issuing a
written Purchase Order signed by an authorized representative, indicating
the following:
5.1 Services required by reference to this SOW and task/sites;
5.2 Quantity;
5.3 Price;
5.4 Requested service date;
5.5 Bill-to address;
5.6 Service-to address;
5.7 Primary site contact; and
5.8 Tax exemption certificates, if applicable
All Purchase Orders issued for the Services identified in this SOW shall
reference the SOW and the Agreement. The terms and conditions of the SOW and
the Agreement prevail regardless of any conflicting terms on the Purchase
Order, other correspondence, and any and all verbal communications. All
Purchase Orders must be approved and accepted by Cisco at San Jose, CA.
6. ASSUMPTIONS. [***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
3
<PAGE>
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
7. CHANGE MANAGEMENT PROCEDURES:
7.1 It may become necessary to amend this Statement of Work for reasons
including, but not limited to, the following:
7.1.1 Customer's changes to the scope of work and/or specifications for
the Deliverables,
7.1.2 Customer's changes to the Implementation Plan,
7.1.3 Non-availability of resources which are beyond either party's
control; and/or,
7.1.4 Environmental or architectural impediments not previously
identified.
7.2 In the event either party desires to change this Statement of Work, the
following procedures will apply: 7.2.1 The party requesting the change
will deliver a change request document ("Change Request") to the other
party.
7.2.1 The Change Request will describe the nature of the change, the
reason for the change, and the effect the change will have on the
scope of work, which may include changes to the Deliverables, and
the schedule.
7.2.2 A Change Request may be initiated either by the customer or by
Cisco for any material changes to the SOW. The designated
Program/Project Manager of the requesting party will review the
proposed change with his/her counterpart. The parties will
evaluate the Change Request and negotiate in good faith the
changes to the Services and the additional charges, if any,
required to implement the Change Request. If both parties agree
to implement the Change Request, the appropriate authorized
representatives of the parties will sign the Change Request,
indicating the acceptance of the changes by the parties.
7.2.3 Upon execution of the Change Request, said Change Request will be
incorporated into, and made a part of, this SOW.
7.3 Whenever there is a conflict between the terms and conditions set forth
in a fully executed Change Request and those set forth in the original
SOW, or previous fully executed Change Request, the terms and conditions
of the most recent fully executed Change Request shall prevail.
8. DURATION OF WORK/SCHEDULE.
A requested Service commencement date is to be included in Customer's
Purchase Order subject to confirmation by Cisco.
9. COMPLETION. [***]
10. PAYMENT. [***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
4
<PAGE>
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
11. PRIMARY CONTACTS
Unless otherwise specified on the Purchase Order which has been accepted by
Cisco, the primary contact for the Customer shall be:
Customer Contact: Cisco Contact:
Telephone Number: Telephone Number:
Facsimile Number: Facsimile Number:
E-mail address: E-mail address:
12. ADDITIONAL TERMS
12.1 WARRANTY.
NOTHING IN THIS AGREEMENT SHALL AFFECT THE WARRANTIES PROVIDED WITH ANY
HARDWARE PURCHASED OR SOFTWARE LICENSED BY CUSTOMER. ANY AND ALL
SERVICES AND DELIVERABLES PROVIDED HEREUNDER SHALL BE PERFORMED IN A
WORKMANLIKE MANNER. EXCEPT AS SPECIFIED IN THIS SECTION, ALL EXPRESS OR
IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT
LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, AGAINST
INFRINGEMENT OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE
PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW.
CUSTOMER MUST NOTIFY CISCO PROMPTLY OF ANY CLAIMED BREACH OF ANY
WARRANTIES. CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF WARRANTY
SHALL BE, AT CISCO'S OPTION, RE-PERFORMANCE OF THE SERVICES; OR
TERMINATION OF THE APPLICABLE EQUIPMENT LIST OR SOW AND RETURN OF THE
PORTION OF THE FEES PAID TO CISCO BY CUSTOMER FOR SUCH NON-CONFORMING
SERVICES OR DELIVERABLES. THIS DISCLAIMER AND EXCLUSION SHALL APPLY
EVEN IF THE EXPRESS WARRANTY AND LIMITED REMEDY SET FORTH ABOVE FAILS
OF ITS ESSENTIAL PURPOSE. THE WARRANTY PROVIDED IS SUBJECT TO THE
LIMITATION OF LIABILITY SET FORTH IN SECTION 12.2 HEREOF.
12.2 LIMITATION OF LIABILITY.
NOTWITHSTANDING ANYTHING ELSE HEREIN, ALL LIABILITY OF CISCO, ITS
SUPPLIERS AND ITS SUBCONTRACTORS UNDER THIS AGREEMENT SHALL BE LIMITED
TO THE AMOUNTS PAID BY CUSTOMER TO CISCO UNDER THE EXHIBIT GIVING RISE
TO SUCH LIABILITY FOR THE SERVICES THAT WERE PROVIDED DURING THE SIX
MONTHS PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH
LIABILITY OR, IN THE CASE OF PROFESSIONAL SERVICES, SHALL BE LIMITED TO
THE AMOUNT PAID BY CUSTOMER TO CISCO UNDER THE SOW GIVING RISE TO SUCH
LIABILITY DURING THE SIX MONTHS PRECEDING THE EVENT OR CIRCUMSTANCES
GIVING RISE TO SUCH LIABILITY. THE LIABILITY OF CISCO AND ITS SUPPLIERS
UNDER EACH THIS SOW SHALL BE CUMULATIVE AND NOT PER INCIDENT.
12.3 CONSEQUENTIAL DAMAGES WAIVER.
IN NO EVENT SHALL CISCO, ITS SUPPLIERS OR ITS SUBCONTRACTORS BE LIABLE
FOR (A) ANY INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES,
LOST PROFITS OR LOST DATA, OR ANY OTHER INDIRECT DAMAGES, WHETHER
ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE OR (B)
ANY COSTS OR EXPENSES FOR THE PROCUREMENT OF SUBSTITUTE EQUIPMENT OR
SERVICES IN EACH CASE, EVEN IF CISCO OR ITS SUPPLIERS HAVE BEEN
INFORMED OF THE POSSIBILITY THEREOF.
5
<PAGE>
12.4 CONFIDENTIAL INFORMATION.
12.4.1 Customer acknowledges that, in connection with this Agreement
and its relationship with Cisco, it may obtain information
relating to the Products or to Cisco, which is of a
confidential and proprietary nature ("Confidential
Information"). Such Confidential Information may include, but
is not limited to, trade secrets, know how, inventions,
techniques, processes, programs, schematics, software source
documents, data, customer lists, financial information, and
sales and marketing plans or information which Customer knows
or has reason to know is confidential, proprietary or trade
secret information of Cisco, as well as any information posted
on CCO. Customer shall at all times, both during the term of
this Agreement and for a period of at least three (3) years
after its termination, keep in trust and confidence all such
Confidential Information, and shall not use such Confidential
Information other than as expressly authorized by Cisco under
this Agreement, nor shall Customer disclose any such
Confidential Information to third parties without Cisco's
written consent. Customer further agrees to immediately return
to Cisco all Confidential Information (including copies
thereof) in Customer's possession, custody, or control upon
termination of this Agreement at any time and for any reason.
The obligations of confidentiality shall not apply to
information which (a) has entered the public domain except
where such entry is the result of Customer's breach of this
Agreement; (b) prior to disclosure hereunder was already
rightfully in Customer's possession; (c) subsequent to
disclosure hereunder is obtained by Customer on a
nonconfidential basis from a third party who has the right to
disclose such information to the Customer; (d) is required to
be disclosed pursuant to a court order, so long as Cisco is
given adequate notice and the ability to challenge such
required disclosure.
12.4.2 Neither party shall disclose, advertise, or publish the terms
and conditions of this Agreement without the prior written
consent of the other party. Any press release or publication
regarding this Agreement is subject to prior review and written
approval of the parties.
12.5 This Agreement is the complete agreement between the parties hereto
concerning the subject matter of this Agreement and replaces any prior or
contemporaneous oral or written communications between the parties. There
are no conditions, understandings, agreements, representations, or
warranties, expressed or implied, which are not specified herein. This
Agreement may only be modified by a written document executed by the
parties hereto.
6
<PAGE>
[GRAPHIC OMITTED] Master Agreement Number:__________
Statement of Work Number:__________
Project Number:__________
APPENDIX A-1
Milestone Number: _______
MILESTONE/SERVICE COMPLETION CERTIFICATE
Pursuant to the above referenced Statement of Work (collectively, the
"Agreement") between Cisco Systems, Inc. and the undersigned, the undersigned
hereby certifies, by the signature of an authorized representative, that the
Milestone/Service described has been completed in a satisfactory manner on the
date indicated below:
Milestone/Service Date
- ----------------- ----
[***]
Acknowledged and Agreed: Acknowledged and Agreed:
___________________________________ ___________________________________
("Customer") Cisco Project Manager
By:________________________________ By:________________________________
Name:______________________________ Name:______________________________
Title:_____________________________ Title:_____________________________
Date:______________________________ Date:______________________________
<PAGE>
Cisco Systems, Inc. Professional Services Subcontract Agreement Number:_______
CONFIDENTIAL Statement of Work Number:_______
Project ID Number:_______
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Statement of Work
- --------------------------------------------------------------------------------
This Statement of Work ("SOW") is made and entered into between Cisco Systems,
Inc., a California corporation, with offices at 170 West Tasman Drive, San Jose,
California 95134 ("Cisco") and Predictive Systems, Inc. with offices at 17950
Preston Road Suite 1050, Dallas, Texas 75252_ ("Subcontractor") as of the date
last written below ("Effective Date").
This SOW is governed by, incorporated into, and made part of the Professional
Services Subcontract Agreement ("Agreement") between Cisco and Subcontractor.
This SOW defines the services and deliverables that Subcontractor shall provide
to Cisco under the terms of the Agreement ("Services"). The terms of this SOW
are limited to the scope of this SOW and shall not be applicable to any other
SOWs, which may be executed and attached to the Agreement.
This SOW consists of this signature page and the following sections which are
incorporated in this SOW by this reference:
1. Project Scope
2. Responsibilities of the Parties
3. Completion
4. Pricing and Payment
5. Change Management Procedures
6. Appendix A - Milestone/Service Completion
7. Appendix B - Additional Customer Locations
8. Appendix C - Change Request
9. Appendix D - Travel and Expense Guidelines
IN WITNESS WHEREOF, the duly authorized representatives of the parties hereto
have caused this SOW to be duly executed.
CISCO SYSTEMS, INC. Predictive Systems, Inc.
By:____________________________ By:_____________________________
Name:__________________________ Name:___________________________
Title:_________________________ Title:__________________________
Date:__________________________ Date:___________________________
Custom SOW [***]
rev. 111499
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 1 of 9
<PAGE>
Cisco Systems, Inc. Professional Services Subcontract Agreement Number:_______
CONFIDENTIAL Statement of Work Number:_______
Project ID Number:_______
1. PROJECT SCOPE.
1.1 Services:
[***]
1.2 Deliverables: [***]
1.3 Project Schedule:
[***]
1.4 Location Information:
[***]
Additional Customer locations, if any, are listed in Appendix B attached
hereto.
1.5 Primary Contacts: Unless specified otherwise in writing, the primary
contacts for Customer, Cisco and Subcontractor shall be:
[***]
2. RESPONSIBILITIES OF THE PARTIES.
2.1 [***]
[***]
Custom SOW [***]
rev. 111499
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 2 of 9
<PAGE>
Cisco Systems, Inc. Professional Services Subcontract Agreement Number:_______
CONFIDENTIAL Statement of Work Number:_______
Project ID Number:_______
[***]
2.1.2 Cisco shall ensure the following Customer responsibilities shall be
performed:
a) Designating a person to whom all Subcontractor communications
may be addressed and who has the authority to act on all aspects
of the Services. Such person shall be identified and the
Customer Project Manager in Section 1.5 of this SOW.
b) Designating a back up when the primary Customer Project Manager
is not available.
c) Providing adequate workspace for all Subcontractor project
personnel.
d) Providing a project staging area with telephone and modem line.
e) [***]
f) Providing unrestricted (24x7) access to Customer facilities. In
addition, provide reasonable access to applicable Customer
sites to include computer data centers, facilities, workspace
and telephone for Subcontractor's use during the project.
g) Providing Subcontractor a complete and documented network
architecture plan that would provide physical and logical
schematics (Visio format preferred) prior to service
commencement.
h) Unless otherwise agreed to by the parties, responding within
two (2) business days of Subcontractor's request for
documentation or information needed for the Project.
3. COMPLETION. [***]
4. PRICING AND PAYMENT.
4.1 [***]
4.2 [***]
Custom SOW [***]
rev. 111499
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 3 of 9
<PAGE>
Cisco Systems, Inc. Professional Services Subcontract Agreement Number:_______
CONFIDENTIAL Statement of Work Number:_______
Project ID Number:_______
4.3 [***]
5. CHANGE MANAGEMENT PROCEDURES.
5.1 It may become necessary to amend this Statement of Work for reasons
including, but not limited to, the following:
5.1.1 Cisco's and/or Customer's changes to the scope of work and/or
specifications for the Deliverables,
5.1.2 Non-availability of resources which are beyond either party's
control; and/or,
5.1.3 Environmental or architectural impediments not previously
identified.
5.2 In the event either party desires to change this Statement of Work, the
following procedures will apply:
5.2.1 The party requesting the change will deliver a Change Request
document (Appendix C) to the other party. The Change Request will
describe the nature of the change, the reason for the change, and
the effect the change will have on the scope of work, which may
include changes to the Deliverables, and the schedule.
5.2.2 A Change Request may be initiated by either party for any material
changes to the SOW. The designated Program/Project Manager of the
requesting party will review the proposed change with his/her
counterpart. The parties will evaluate the Change Request and
negotiate in good faith the changes to the Services and the
additional charges, if any, required to implement the Change
Request. If both parties agree to implement the Change Request, the
appropriate authorized representatives of the parties will sign the
Change Request, indicating the acceptance of the changes by the
parties.
5.2.3 Upon execution of the Change Request, said Change Request will be
incorporated into, and made a part of this SOW.
5.3 Whenever there is a conflict between the terms and conditions set forth
in a fully executed Change Request and those set forth in the original
SOW, or previous fully executed Change Request, the terms and conditions
of the most recent fully executed Change Request shall prevail.
Custom SOW [***]
rev. 111499
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 4 of 9
<PAGE>
Cisco Systems, Inc. Professional Services Subcontract Agreement Number:_______
CONFIDENTIAL Statement of Work Number:_______
Project ID Number:_______
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
APPENDIX A
MILESTONE/SERVICE COMPLETION CERTIFICATE
- --------------------------------------------------------------------------------
Pursuant to the above referenced Statement of Work between Cisco Systems, Inc.
("Cisco") and Predictive Systems, Inc. ("Subcontractor"), Cisco hereby
certifies, by the signature of an authorized representative, that the
Milestone/Service described below has been completed in a satisfactory manner on
the date indicated below:
Milestone/Service Date
- ----------------- ----
Acknowledged and Agreed:
CISCO SYSTEMS, INC.
By:______________________________
Name:____________________________
Title:___________________________
Date:____________________________
Custom SOW [***]
rev. 111499
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 5 of 9
<PAGE>
Cisco Systems, Inc. Professional Services Subcontract Agreement Number:_______
CONFIDENTIAL Statement of Work Number:_______
Project ID Number:_______
[GRAPHIC OMITTED]
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Appendix B - Customer Installation Locations
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Site Name Product Quantity Contact Phone Closet Phone
Address
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Custom SOW [***]
rev. 111499
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 6 of 9
<PAGE>
Cisco Systems, Inc. Professional Services Subcontract Agreement Number:_______
CONFIDENTIAL Statement of Work Number:_______
Project ID Number:_______
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
APPENDIX C - CHANGE REQUEST
- --------------------------------------------------------------------------------
In reference to the section titled Change Management Procedures of the above
referenced Statement of Work between Cisco Systems, Inc. ("Cisco") and
Predictive Systems, Inc. , ("Subcontractor"), both parties hereby certify, by
the signature of an authorized representative, that this Change Management
Request will amend and be fully incorporated into the existing Statement of Work
(SOW).
1. Reason for Change Request:
2. Changes to SOW:
3. Impact (cost, schedule):
IN WITNESS WHEREOF, the duly authorized representatives of the parties hereto
have caused this Change Management Request to be fully executed.
CISCO SYSTEMS, INC. Predictive Systems, Inc.
By:______________________________ By:______________________________
Name:____________________________ Name:____________________________
Title:___________________________ Title:___________________________
Date:____________________________ Date:____________________________
Custom SOW [***]
rev. 111499
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 7 of 9
<PAGE>
Cisco Systems, Inc. Professional Services Subcontract Agreement Number:_______
CONFIDENTIAL Statement of Work Number:_______
Project ID Number:_______
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
APPENDIX D - Travel and Expense Guidelines
- --------------------------------------------------------------------------------
[***]
Custom SOW [***]
rev. 111499
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 8 of 9
<PAGE>
Cisco Systems, Inc. Professional Services Subcontract Agreement Number:_______
CONFIDENTIAL Statement of Work Number:_______
Project ID Number:_______
[GRAPHIC OMITTED]
[***]
Custom SOW [***] Page 9 of 9
rev. 111499
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
<PAGE>
Cisco Systems, Inc. Professional Services Subcontract Agreement Number:_____
CONFIDENTIAL Statement of Work Number:_____
Project ID Number:_____
- --------------------------------------------------------------------------------
Statement of Work for Network Staff Augmentation
- --------------------------------------------------------------------------------
This Statement of Work ("SOW") is made and entered into between Cisco Systems,
Inc., a California corporation, with offices at 170 West Tasman Drive, San Jose,
California 95134 ("Cisco") and Predictive Systems with offices at New York,
NY("Subcontractor") as of the date last written below ("Effective Date").
This SOW is governed by, incorporated into, and made part of the Professional
Services Subcontract Agreement ("Agreement") between Cisco and Subcontractor.
This SOW defines the services and deliverables that Subcontractor shall provide
to Cisco under the terms of the Agreement ("Services"). The terms of this SOW
are limited to the scope of this SOW and shall not be applicable to any other
SOWs, which may be executed and attached to the Agreement.
This SOW consists of this signature page and the following sections which are
incorporated in this SOW by this reference:
1. Project Scope
2. Responsibilities of the Parties
3. Completion
4. Pricing and Payment
5. Change Management Procedures
6. Appendix A - Time Sheet
7. Appendix B - Change Request
IN WITNESS WHEREOF, the duly authorized representatives of the parties hereto
have caused this SOW to be duly executed.
CISCO SYSTEMS, INC. PREDICTIVE SYSTEMS
By: By:
------------------------------- -------------------------------
Name: Name:
----------------------------- -----------------------------
Title: Title:
---------------------------- ----------------------------
Date: Date:
----------------------------- -----------------------------
[***] Partner SOW
(rev. 111599)
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 1 of 6
<PAGE>
Cisco Systems, Inc. Professional Services Subcontract Agreement Number:_____
CONFIDENTIAL Statement of Work Number:_____
Project ID Number:_____
[GRAPHIC OMITTED]
1. PROJECT SCOPE.Subcontractor shall provide Services at the Customer
location(s) specified in Section 1.3.
1.1 Services:
[***]
1.2 Project Schedule:
1.2.1 Project objectives, deliverables and schedules will be developed
by Cisco Program Manager and Customer as required.
1.3 Customer Location Information:
[***]
1.4 Primary Contacts. Unless specified otherwise in writing, the primary
contacts for Customer, Cisco and Subcontractor shall be:
[***]
2. RESPONSIBILITIES OF THE PARTIES.
[***]
[***] Partner SOW
(rev. 111599)
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 2 of 6
<PAGE>
Cisco Systems, Inc. Professional Services Subcontract Agreement Number:_____
CONFIDENTIAL Statement of Work Number:_____
Project ID Number:_____
3. COMPLETION. Cisco shall insure that the proper personnel are available to
review and approve weekly time reporting by Subcontractor's assigned
personnel. This Cisco approved time reporting (see Appendix A) will form the
only basis for invoicing.
4. PRICING AND PAYMENT.
4.1 Pricing:
[***]
4.2 Purchase Order Issuance: Within 15 business days following the Effective
Date of this SOW, Cisco shall place orders for Services by issuing a
written Purchase Order to Subcontractor for the total amount indicated in
Section 4.1. Subcontractor shall not commence Services until a Cisco
Purchase Order is received; any Services performed by Subcontractor prior
to Cisco issuing its Purchase Order shall be at Subcontractor's sole
risk. The terms and conditions of the SOW and the Agreement prevail
regardless of any conflicting terms on the Purchase Order, other
correspondence and any and all verbal communications.
4.3 Invoicing and Payment: Subcontractor shall invoice Cisco monthly or upon
completion of Services, which ever comes first. [***]. Payment shall
be due 30 days from date of invoice. Invoices shall be sent to the
following address:
Cisco Systems, Inc.
P.O. Box 641570
San Jose, CA 95164-1570
Attn: Accounts Payable
5. CHANGE MANAGEMENT PROCEDURES.
5.1 It may become necessary to amend this Statement of Work for reasons
including, but not limited to, the following:
5.1.1 Cisco's and/or Customer's changes to the scope of work and/or
specifications for the Deliverables,
5.1.2 Non-availability of resources which are beyond either party's
control; and/or,
5.1.3 Environmental or architectural impediments not previously
identified.
5.2 In the event either party desires to change this Statement of Work, the
following procedures will apply:
5.2.1 The party requesting the change will deliver a Change Request
document (Appendix B) to the other party. The Change Request will
describe the nature of the change, the reason for the change, and
the effect the change will have on the scope of work, which may
include changes to the Deliverables, and the schedule.
5.2.2 A Change Request may be initiated by either party for any material
changes to the SOW. The designated Program/Project Manager of the
requesting party will review the proposed change with his/her
counterpart. The parties will evaluate the Change Request and
negotiate in good faith the changes to the Services and the
[***] Partner SOW
(rev. 111599)
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 3 of 6
<PAGE>
Cisco Systems, Inc. Professional Services Subcontract Agreement Number:_____
CONFIDENTIAL Statement of Work Number:_____
Project ID Number:_____
additional charges, if any, required to implement the Change
Request. If both parties agree to implement the Change Request,
the appropriate authorized representatives of the parties will
sign the Change Request, indicating the acceptance of the changes
by the parties.
5.2.3 Upon execution of the Change Request, said Change Request will be
incorporated into, and made a part of this SOW.
5.3 Whenever there is a conflict between the terms and conditions set forth
in a fully executed Change Request and those set forth in the original
SOW, or previous fully executed Change Request, the terms and conditions
of the most recent fully executed Change Request shall prevail.
[***] Partner SOW
(rev. 111599)
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 4 of 6
<PAGE>
Cisco Systems, Inc. Professional Services Subcontract Agreement Number:_____
CONFIDENTIAL Statement of Work Number:_____
Project ID Number:_____
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
APPENDIX A
MILESTONE/SERVICE COMPLETION CERTIFICATE
- --------------------------------------------------------------------------------
[***] Partner SOW
(rev. 111599)
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 5 of 6
<PAGE>
Cisco Systems, Inc. Professional Services Subcontract Agreement Number:_____
CONFIDENTIAL Statement of Work Number:_____
Project ID Number:_____
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
APPENDIX B - CHANGE REQUEST
- --------------------------------------------------------------------------------
In reference to the section titled Change Management Procedures of the above
referenced Statement of Work between Cisco Systems, Inc. ("Cisco") and
_____________ , ("Subcontractor"), both parties hereby certify, by the signature
of an authorized representative, that this Change Management Request will amend
and be fully incorporated into the existing Statement of Work (SOW).
1. Reason for Change Request:
2. Changes to SOW:
3. Impact (cost, schedule):
IN WITNESS WHEREOF, the duly authorized representatives of the parties hereto
have caused this Change Management Request to be fully executed.
CISCO SYSTEMS, INC. --------------------
By: By:
------------------------------- -------------------------------
Name: Name:
----------------------------- -----------------------------
Title: Title:
---------------------------- ----------------------------
Date: Date:
----------------------------- -----------------------------
[***] Partner SOW
(rev. 111599)
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 6 of 6
<PAGE>
Cisco Systems, Inc. Professional Services Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Project ID Number: [***]
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Statement of Work
- --------------------------------------------------------------------------------
This Statement of Work ("SOW") is made and entered into between Cisco Systems,
Inc., a California corporation, with offices at 170 West Tasman Drive, San Jose,
California 95134 ("Cisco") and Predictive Systems, with offices at 17950 Preston
Rd., Suite 1050, Dallas, TX 75252 ("Subcontractor") as of the date last written
below ("Effective Date").
This SOW is governed by, incorporated into, and made part of the Professional
Services Subcontract Agreement ("Agreement") between Cisco and Subcontractor.
This SOW defines the services and deliverables that Subcontractor shall provide
to Cisco under the terms of the Agreement ("Services"). The terms of this SOW
are limited to the scope of this SOW and shall not be applicable to any other
SOWs, which may be executed and attached to the Agreement.
This SOW consists of this signature page and the following sections which are
incorporated in this SOW by this reference:
1. Project Scope
2. Responsibilities of the Parties
3. Completion
4. Pricing and Payment
5. Change Management Procedures
IN WITNESS WHEREOF, the duly authorized representatives of the parties hereto
have caused this SOW to be duly executed.
CISCO SYSTEMS, INC. PREDICTIVE SYSTEMS, INC.
By:____________________________________ By:__________________________________
Name:__________________________________ Name:________________________________
Title:_________________________________ Title:_______________________________
Date:__________________________________ Date:________________________________
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 1 of 10
<PAGE>
Cisco Systems, Inc. Professional Services Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Project ID Number: [***]
1. PROJECT SCOPE.
1.1 Services:
1.1.1 As more fully described in Section 2 Responsibilities of the
Parties, Subcontractor shall provide those services at the
Customer location(s) specified in Section 1.4.
[***]
1.1.2 Unless specified otherwise in this SOW, Services shall be
performed during the normal Business Day defined as 8:00 a.m. to
6:00 p.m. Monday through Friday local time, excluding Cisco
observed holidays. A list of Cisco observed holidays will be
provided upon request.
1.2 Deliverables:
None.
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 2 of 10
<PAGE>
Cisco Systems, Inc. Professional Services Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Project ID Number: [***]
1.3 Tentative Project Schedule:
[***]
1.4 Location Information:
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 3 of 10
<PAGE>
Cisco Systems, Inc. Professional Services Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Project ID Number: [***]
Additional Customer locations, if any, are listed in Appendix B
attached hereto.
1.5 Primary Contacts: Unless specified otherwise in writing, the primary
contacts for Customer, Cisco and Subcontractor shall be:
Customer Contact: [***]
Telephone Number:
Facsimile Number:
E-mail address:
Cisco Contact: [***]
Telephone Number:
Facsimile Number:
E-mail address:
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 4 of 10
<PAGE>
Cisco Systems, Inc. Professional Services Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Project ID Number: [***]
2. RESPONSIBILITIES OF THE PARTIES.
2.1 Project Management:
2.1.1 Subcontractor is responsible for the following work through
on-site and remote Project Management:
a) Providing a single point of contact designated as the
Subcontractor Program Manager for all Project Support issues, and
designating a back up when the primary contact is not available.
b) Providing network design and implementation management
c) Receiving and reviewing logical/physical Project schematics from
Customer
d) Developing the Network Implementation Plan.
e) Developing the installation schedule in coordination with
Customer.
f) Working with Customer to develop site readiness and completion
criteria.
g) Developing Site Completion Sheet and procedures
h) Providing site/service completion to Customer to be reviewed and
executed by the Customer Project Manager or designated
representative in accordance with Section 1.5 of this SOW.
2.1.2 Cisco shall ensure the following Customer responsibilities shall be
performed:
a) Designating a person to whom all Subcontractor communications may
be addressed and who has the authority to act on all aspects of
the Services. Such person shall be identified and the Customer
Project Manager in Section 1.5 of this SOW.
b) Designating a back up when the primary Customer Project Manager
is not available.
c) Site Preparation. Customer shall perform site surveys and prepare
the installation site(s) according to the site preparation guide.
d) Providing adequate workspace for all Subcontractor project
personnel.
e) Providing a project staging area with telephone and modem line.
f) [***]
g) Providing unrestricted (24x7) access to Customer facilities. In
addition, provide reasonable access to applicable Customer sites
to include computer data centers, facilities, workspace and
telephone for Subcontractor's use during the project.
h) Providing Subcontractor a complete and documented network
architecture plan that would provide physical and logical
schematics (Visio format preferred) prior to service
commencement.
i) Unless otherwise agreed to by the parties, responding within two
(2) business days of Subcontractor's request for documentation or
information needed for the Project.
j) [***]
2.2 Staging:
2.2.1 Subcontractor shall be responsible for the following:
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 5 of 10
<PAGE>
Cisco Systems, Inc. Professional Services Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Project ID Number: [***]
[***]
2.2.2 Cisco shall ensure the following Customer responsibilities shall
be performed:
a) Providing a configuration template together with the site
specific configuration variables for Product in a spreadsheet
format at least 20 business days before scheduled installation
date. The configuration variables include but are not limited to:
o Internet Protocol Address and sub-network mask for each
interface to be configured.
o SNMP configuration data-SNMP trap host address, community
strings, etc.
2.3 Installation:
2.3.1 Subcontractor shall be responsible for the following:
a) Supplying the Subcontractor project team with a displayable form
of identification to be worn at all times during on-site project
activities.
b) De-installation of existing Customer network components per Final
Design Documentation.
c) Installation of all network components as specified in the Final
Design Documentation.
d) Developing installation check sheet to ensure a successful and
consistent installation.
e) Providing the new network addressing information for Customer's
file and application servers.
f) Providing physical connectivity of the out-of-band management
components.
2.3.2 Cisco shall ensure the following Customer responsibilities
shall be performed:
a) Providing unrestricted 24x7 access to Customer facilities,
including where applicable, computer equipment, facilities, work
spaces and telephone for Subcontractor's use during the Project.
b) Installing and verifying the operation of all external
communication hardware not provided by Cisco prior to or during
the physical installation.
c) Providing network "help desk" personnel to assist with the
following:
o [***]
o [***]
o [***]
d) Performing the hardware and software configuration changes that
will be required on Customer's file and application servers.
e) Providing all test scripts and POCs to verify both network and
server connectivity.
f) Providing all non-Cisco out-of-band management components.
g) Ensure that all site preparation (for example, but not limited
to, power, space, HVAC, abatement, cables, and racks) will be in
place and the site ready for equipment installation within three
(3) business days of the scheduled installation.
3. COMPLETION.
Cisco shall insure that the proper personnel are scheduled to review
each completed Service or Deliverable upon notification of completion
by Subcontractor. Cisco shall indicate its acceptance of the Service
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 6 of 10
<PAGE>
Cisco Systems, Inc. Professional Services Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Project ID Number: [***]
or Deliverable by signing the Milestone/Service Completion Certificate
within five (5) days from presentation of the completed Service or
Deliverable. Services and Deliverables shall be deemed accepted if
Cisco fails to respond within this five (5) day period. If a Service
or Deliverable is not complete for any reason, Cisco shall provide
written notification to Subcontractor and document that fact on the
Completion Certificate. Subcontractor shall have ten (10) days after
the receipt of such notice to correct the error given it is within
Subcontractor's scope to do so. Such time period to correct the error
may be extended by mutual consent.
4. PRICING AND PAYMENT.
4.1 Pricing: [***]
4.1.1 Expenses: [***]
4.2 Purchase Order Issuance: Within 15 business days following the
Effective Date of this SOW, Cisco shall place orders for Services by
issuing a written Purchase Order to Subcontractor for the total amount
indicated in Section 4.1. Subcontractor shall not commence Services
until a Cisco Purchase Order is received. The terms and conditions of
the SOW and the Agreement prevail regardless of any conflicting terms
on the Purchase Order, other correspondence and any and all verbal
communications.
4.3 Payment: Subcontractor shall invoice Cisco monthly or upon completion
of Services, which ever comes first. Payment shall be due 30 days from
date of invoice.
5. CHANGE MANAGEMENT PROCEDURES.
5.1 It may become necessary to amend this Statement of Work for reasons
including, but not limited to, the following: 5.1.1 Cisco's or
Customer's changes to the scope of work and/or specifications for the
Deliverables, 5.1.2 Cisco's or Customer's changes to the Implementation
Plan, 5.1.3 Non-availability of resources which are beyond either
party's control; and/or, 5.1.4 Environmental or architectural
impediments not previously identified.
5.2 In the event either party desires to change this Statement of Work, the
following procedures will apply:
5.2.1 The party requesting the change will deliver a change request
document ("Change Request") to the other party. The Change
Request will describe the nature of the change, the reason for
the change, and the effect the change will have on the scope of
work, which may include changes to the Deliverables, and the
schedule.
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 7 of 10
<PAGE>
Cisco Systems, Inc. Professional Services Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Project ID Number: [***]
5.2.2 A Change Request may be initiated by either party for any
material changes to the SOW. The designated Program/Project
Manager of the requesting party will review the proposed change
with his/her counterpart. The parties will evaluate the Change
Request and negotiate in good faith the changes to the Services
and the additional charges, if any, required to implement the
Change Request. If both parties agree to implement the Change
Request, the appropriate authorized representatives of the
parties will sign the Change Request, indicating the acceptance
of the changes by the parties.
5.2.3 Upon execution of the Change Request, said Change Request will
be incorporated into, and made a part of, this SOW.
5.3 Whenever there is a conflict between the terms and conditions set forth
in a fully executed Change Request and those set forth in the original
SOW, or previous fully executed Change Request, the terms and
conditions of the most recent fully executed Change Request shall
prevail.
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 8 of 10
<PAGE>
Cisco Systems, Inc. Professional Services Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Project ID Number: [***]
[GRAPHIC OMITTED]
APPENDIX A
MILESTONE/SERVICE COMPLETION CERTIFICATE
Statement of Work Number: _______
Milestone Number: _______
Pursuant to the above referenced Statement of Work between Cisco and
Subcontractor, Cisco hereby certifies, by the signature of an authorized
representative, that the Milestone/Service described has been completed in a
satisfactory manner on the date indicated below:
Milestone/Service Date
- ----------------- ----
Acknowledged and Agreed: Acknowledged and Agreed:
__________________________________ _________________________________
Subcontractor Project Manager Cisco Project Manager
By:_______________________________ By:______________________________
Name:_____________________________ Name:____________________________
Title:____________________________ Title:___________________________
Date:_____________________________ Date:____________________________
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 9 of 10
<PAGE>
Cisco Systems, Inc. Professional Services Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Project ID Number: [***]
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
Appendix B - Customer Installation Locations
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Site Name Product Quantity Contact Phone Closet Phone
Address
- ---------------------------------------- ------------------ ------------------ ------------------ ------------------- --------------
- ---------------------------------------- ------------------ ------------------ ------------------ ------------------- --------------
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- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 10 of 10
<PAGE>
Exhibit 10.20.9
<TABLE>
<S> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. Predictive SOW Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Version: 1
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
[GRAPHIC OMITTED]
Statement of Work
This Statement of Work ("SOW") is made and entered into between Cisco Systems,
Inc., a California corporation, with offices at 170 West Tasman Drive, San Jose,
California 95134 ("Cisco") and Predictive Systems, Inc. with offices at 17950
Preston Rd., Suite 1050, Dallas, TX 75252 ("Subcontractor") as of the date last
written below ("Effective Date").
This SOW is governed by, incorporated into, and made part of the Professional
Services Subcontract Agreement ("Agreement") between Cisco and Subcontractor.
This SOW defines the services and deliverables that Subcontractor shall provide
to Cisco under the terms of the Agreement ("Services"). The terms of this SOW
are limited to the scope of this SOW and shall not be applicable to any other
SOWs, which may be executed and attached to the Agreement.
This SOW consists of this signature page and the following sections which are
incorporated in this SOW by this reference:
1. Project Scope
2. Responsibilities of the Parties
3. Completion
4. Pricing and Payment
5. Change Management Procedures
6. APPENDIX A: Milestone/Service Completion
7. APPENDIX B: Customer Installation Location
8. APPENDIC C: Project Management Approach
IN WITNESS WHEREOF, the duly authorized representatives of the parties hereto
have caused this SOW to be duly executed.
<TABLE>
<S> <C>
CISCO SYSTEMS, INC. PREDICTIVE SYSTEMS, INC.
By:_____________________________________ By:______________________________________
Name:__________________________________ Name:___________________________________
Title:___________________________________ Title:____________________________________
Date:___________________________________ Date:____________________________________
</TABLE>
03/01/00
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
<PAGE>
<TABLE>
<S> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
1. PROJECT SCOPE.
1.1 Services:
1.1.1 As more fully described in Section 2 Responsibilities of the
Parties, Subcontractor shall provide Cisco Systems services at
the Customer location(s) specified in Section 1.4. Services
shall include:
o [***]
o [***]
o [***]
o [***]
o [***]
o [***]
o [***]
1.1.2 Unless specified otherwise in this SOW, Services shall be
performed during the normal Business Day defined as 8:00 a.m. to
6:00 p.m. Monday through Friday local time, excluding Cisco
observed holidays. A list of Cisco observed holidays will be
provided upon request.
1.2 Deliverables and High-level Work Breakdown Structure
[***]
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 2
<PAGE>
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
[***]
</TABLE>
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 3
<PAGE>
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------------
[***]
</TABLE>
1.4 Location Information:
[***]
Additional Customer locations, if any, are listed in Appendix B
attached hereto.
1.5 Primary Contacts: Unless specified otherwise in writing, the primary
contacts for Customer, Cisco and Subcontractor shall be:
Customer Contact [***]
Subcontractor Contact [***]
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 4
<PAGE>
<TABLE>
<S> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Cisco Contact [***]
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 5
<PAGE>
<TABLE>
<S> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
2. RESPONSIBILITIES OF THE PARTIES.
2.1 Project Management:
2.1.1 Subcontractor is responsible for the following work through on-site
and remote Project Management:
Cisco Systems, Inc. has asked Predictive Systems, Inc. [***]. The
scope of work will involve [***].
Predictive will [***].
a) Providing a single point of contact designated as the
Subcontractor Program Manager for all Project Support issues, and
designating a back up when the primary contact is not available.
b) Providing network design and implementation management
c) Receiving and reviewing logical/physical Project schematics from
Customer
d) Developing the Network Implementation Plan.
e) Developing the installation schedule in coordination with
Customer.
f) Working with Customer to develop site readiness and completion
criteria.
g) Developing Site Completion Sheet and procedures
h) Providing site/service completion to Customer to be reviewed and
executed by the Customer Project Manager or designated
representative in accordance with Section 1.5 of this SOW.
2.1.2 Cisco shall ensure the following Customer responsibilities shall be
performed:
a) Designating a person to whom all Subcontractor communications may
be addressed and who has the authority to act on all aspects of
the Services. Such person shall be identified and the Customer
Project Manager in Section 1.5 of this SOW.
b) Designating a back up when the primary Customer Project Manager
is not available.
c) Site Preparation. Customer shall perform site surveys and prepare
the installation site(s) according to the site preparation guide.
d) Providing adequate workspace for all Subcontractor project
personnel.
e) Providing a project staging area with telephone and modem line.
f) If Terminal Access Control Authentication Control System (TACACS)
is in use, provide a TACACS user-identification and password,
including a serial link access password and privileged-level
enable password for use by each installer.
g) Providing unrestricted (24x7) access to Customer facilities. In
addition, provide reasonable access to applicable Customer sites
to include computer data centers, facilities, workspace and
telephone for Subcontractor's use during the project.
h) Providing Subcontractor a complete and documented network
architecture plan that would provide physical and logical
schematics (Visio format preferred) prior to service
commencement.
i) Unless otherwise agreed to by the parties, responding within two
(2) business days of Subcontractor's request for documentation or
information needed for the Project.
j) Notifying Subcontractor Project Manager of any installation
scheduling change at least seventy-two (72) hours prior to the
agreed published installation date.
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 6
<PAGE>
<TABLE>
<S> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
2.2 Staging:
2.2.1 Subcontractor shall be responsible for the following:
a) [***]
b) [***]
2.2.2 Cisco shall ensure the following Customer responsibilities shall
be performed:
a) Providing a configuration template together with the site
specific configuration variables for Product in a
spreadsheet format at least 20 business days [***] The
configuration variables include but are not limited to:
o [***]
o [***]
2.3 Installation:
2.3.1 Subcontractor shall be responsible for the following:
a) Supplying the Subcontractor project team with a displayable
form of identification to be worn at all times during
on-site project activities.
b) [***]
c) Installation of all network components as specified in the
Final Design Documentation.
d) Developing installation check sheet to ensure a successful
and consistent installation.
e) Providing the new network addressing information for
Customer's file and application servers.
f) Providing physical connectivity of the out-of-band
management components.
2.3.2 Cisco shall ensure the following Customer responsibilities shall
be performed:
a) Providing unrestricted 24x7 access to Customer facilities,
including where applicable, computer equipment, facilities,
work spaces and telephone for Subcontractor's use during the
Project.
b) Installing and verifying the operation of all external
communication hardware not provided by Cisco prior to or
during the physical installation.
c) Providing network "help desk" personnel to assist with the
following:
o Coordinate router upgrades.
o Coordinate the Customer hub de-installation and
Subcontractor switch installation teams during the
scheduled change controls.
o Work with the on-site teams to perform pre-upgrade
support, hardware support, IOS support, and
post-upgrade testing support.
d) Performing the hardware and software configuration changes
that will be required on Customer's file and application
servers.
e) Providing all test scripts and POCs to verify both network
and server connectivity.
f) Providing all non-Cisco out-of-band management components.
g) Ensure that all site preparation (for example, but not
limited to, power, space, HVAC, abatement, cables, and
racks) will be in place and the site ready for equipment
installation within three (3) business days of the scheduled
installation.
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 7
<PAGE>
<TABLE>
<S> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
3. COMPLETION. Cisco shall insure that the proper personnel are scheduled to
review each completed Service or Deliverable upon notification of
completion by Subcontractor. Cisco shall indicate its acceptance of the
Service or Deliverable by signing the Milestone/Service Completion
Certificate within five (5) days from presentation of the completed Service
or Deliverable. Services and Deliverables shall be deemed accepted if Cisco
fails to respond within this five (5) day period. If a Service or
Deliverable is not complete for any reason, Cisco shall provide written
notification to Subcontractor and document that fact on the Completion
Certificate. Subcontractor shall have ten (10) days after the receipt of
such notice to correct the error given it is within Subcontractor's scope
to do so. Such time period to correct the error may be extended by mutual
consent.
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 8
<PAGE>
<TABLE>
<S> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
4. PRICING AND PAYMENT.
4.1 Pricing:
[***]
NOTE: [***]
4.1.1 Expenses: [***]
4.2 Purchase Order Issuance: Within 15 business days following the
Effective Date of this SOW, Cisco shall place orders for Services by
issuing a written Purchase Order to Subcontractor for the total amount
indicated in Section 4.1. Subcontractor shall not commence Services
until a Cisco Purchase Order is received. The terms and conditions of
the SOW and the Agreement prevail regardless of any conflicting terms
on the Purchase Order, other correspondence and any and all verbal
communications.
4.3 Payment: Subcontractor shall invoice Cisco monthly or upon completion
of Services, which ever comes first. Payment shall be due 30 days from
date of invoice.
5. CHANGE MANAGEMENT PROCEDURES.
5.1 It may become necessary to amend this Statement of Work for reasons
including, but not limited to, the following:
5.1.1 Cisco's or Customer's changes to the scope of work and/or
specifications for the Deliverables,
5.1.2 Cisco's or Customer's changes to the Implementation Plan,
5.1.3 Non-availability of resources which are beyond either party's
control; and/or,
5.1.4 Environmental or architectural impediments not previously
identified.
5.2 In the event either party desires to change this Statement of Work,
the following procedures will apply:
5.2.1 The party requesting the change will deliver a change request
document ("Change Request") to the other party. The Change
Request will describe the nature of the change, the reason for
the change, and the effect the change will have on the scope of
work, which may include changes to the Deliverables, and the
schedule.
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 9
<PAGE>
<TABLE>
<S> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
5.2.2 A Change Request may be initiated by either party for any
material changes to the SOW. The designated Program/Project
Manager of the requesting party will review the proposed change
with his/her counterpart. The parties will evaluate the Change
Request and negotiate in good faith the changes to the Services
and the additional charges, if any, required to implement the
Change Request. If both parties agree to implement the Change
Request, the appropriate authorized representatives of the
parties will sign the Change Request, indicating the acceptance
of the changes by the parties.
5.2.3 Upon execution of the Change Request, said Change Request will
be incorporated into, and made a part of, this SOW.
5.3 Whenever there is a conflict between the terms and conditions set
forth in a fully executed Change Request and those set forth in the
original SOW, or previous fully executed Change Request, the terms and
conditions of the most recent fully executed Change Request shall
prevail.
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 10
<PAGE>
<TABLE>
<S> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
[GRAPHIC OMITTED]
APPENDIX A-1
MILESTONE/SERVICE COMPLETION CERTIFICATE
Statement of Work Number: _______
Milestone Number: ____1___
Pursuant to the above referenced Statement of Work between Cisco and
Subcontractor, Cisco hereby certifies, by the signature of an authorized
representative, that the Milestone/Service described has been completed in a
satisfactory manner on the date indicated below:
Milestone/Service Date
- ----------------- ----
[***]
Acknowledged and Agreed: Acknowledged and Agreed:
_______________________________________ _____________________________________
Predictive Systems Project Manager Cisco Project Manager
By:____________________________________ By:__________________________________
Name:__________________________________ Name:________________________________
Title:_________________________________ Title:_______________________________
Date:__________________________________ Date:________________________________
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 11
<PAGE>
<TABLE>
<S> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
[GRAPHIC OMITTED]
APPENDIX A-2
MILESTONE/SERVICE COMPLETION CERTIFICATE
Statement of Work Number: __________
Milestone Number: ___2____
MILESTONE/SERVICE COMPLETION CERTIFICATE
Pursuant to the above referenced Statement of Work between Cisco and
Subcontractor, Cisco hereby certifies, by the signature of an authorized
representative, that the Milestone/Service described has been completed in a
satisfactory manner on the date indicated below:
Milestone/Service Date
- ----------------- ----
[***]
Acknowledged and Agreed: Acknowledged and Agreed:
_______________________________________ _____________________________________
Predictive Systems Project Manager Cisco Project Manager
By:____________________________________ By:__________________________________
Name:__________________________________ Name:________________________________
Title:_________________________________ Title:_______________________________
Date:__________________________________ Date:________________________________
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1. Statement of Work [***]
2. Confidential 03/01/00
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*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
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Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
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</TABLE>
[GRAPHIC OMITTED]
Appendix B - Customer Installation Locations
Additional customer sites [***]
<TABLE>
<CAPTION>
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Site Name Product Quantity Contact Phone Closet Phone
Address
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<S> <C> <C> <C> <C> <C>
[***]
</TABLE>
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1. Statement of Work [***]
2. Confidential 03/01/00
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confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
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Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
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</TABLE>
[GRAPHIC OMITTED]
Appendix C - Change Request
In reference to the section titled Change Management Procedures of the above
referenced Statement of Work between Cisco Systems, Inc. ("Cisco") and
Predictive Systems, Inc all parties hereby certify, by the signature of an
authorized representative, that this Change Management Request will amend and be
fully incorporated into the existing Statement of Work (SOW).
1. Reason for Change Request:
2. Changes to SOW (or specify to which document(s) change is required):
3. Impact (cost, schedule, scope, resources):
IN WITNESS WHEREOF, the duly authorized representatives of the parties hereto
have caused this Change Management Request to be fully executed.
CISCO SYSTEMS, INC. PREDICTIVE SYSTEMS, INC.
By: By:
------------------------------------ ---------------------------------
Name: Name:
----------------------------------- --------------------------------
Title: Title:
---------------------------------- -------------------------------
Date: Date:
----------------------------------- --------------------------------
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1. Statement of Work [***]
2. Confidential 03/01/00
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*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
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Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
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</TABLE>
CONFIDENTIAL INFORMATION.
Customer acknowledges that, in connection with this Agreement and
its relationship with Cisco, it may obtain information relating
to the Products or to Cisco, which is of a confidential and
proprietary nature ("Confidential Information"). Such
Confidential Information may include, but is not limited to,
trade secrets, know how, inventions, techniques, processes,
programs, schematics, software source documents, data, customer
lists, financial information, and sales and marketing plans or
information which Customer knows or has reason to know is
confidential, proprietary or trade secret information of Cisco,
as well as any information posted on CCO. Customer shall at all
times, both during the term of this Agreement and for a period of
at least three (3) years after its termination, keep in trust and
confidence all such Confidential Information, and shall not use
such Confidential Information other than as expressly authorized
by Cisco under this Agreement, nor shall Customer disclose any
such Confidential Information to third parties without Cisco's
written consent. Customer further agrees to immediately return to
Cisco all Confidential Information (including copies thereof) in
Customer's possession, custody, or control upon termination of
this Agreement at any time and for any reason. The obligations of
confidentiality shall not apply to information which (a) has
entered the public domain except where such entry is the result
of Customer's breach of this Agreement; (b) prior to disclosure
hereunder was already rightfully in Customer's possession; (c)
subsequent to disclosure hereunder is obtained by Customer on a
nonconfidential basis from a third party who has the right to
disclose such information to the Customer; (d) is required to be
disclosed pursuant to a court order, so long as Cisco is given
adequate notice and the ability to challenge such required
disclosure.
Neither party shall disclose, advertise, or publish the terms and
conditions of this Agreement without the prior written consent of
the other party. Any press release or publication regarding this
Agreement is subject to prior review and written approval of the
parties.
This Agreement is the complete agreement between the parties hereto
concerning the subject matter of this Agreement and replaces any prior or
contemporaneous oral or written communications between the parties. There
are no conditions, understandings, agreements, representations, or
warranties, expressed or implied, which are not specified herein. This
Agreement may only be modified by a written document executed by the
parties hereto.
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1. Statement of Work [***]
2. Confidential 03/01/00
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*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
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Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
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</TABLE>
[GRAPHIC OMITTED]
Appendix D - Project Management Approach
A. Executive Summary
Appendix D clarifies the scope, definition of project boundaries, roles and
responsibilities of the core and extended team members, project budget, and
project management controls associated with [***]. The ability to achieve
the objectives and deliverables within the specified parameters must be
validated against a detailed project plan.
The acronym TBD (To Be Determined) will be used when information has not
yet been obtained. This information will be provided at a later date.
B. Project Phases Scope/Objectives
PHASE 1 [***]
PHASE 2 [***]
PHASE 3 [***]
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1. Statement of Work [***]
2. Confidential 03/01/00
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confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
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Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
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</TABLE>
PHASE 4 [***]
PHASE 5 [***]
C. STANDARD [***]
[***]
Weekend and Holiday rate defined as the hours between 5:00 PM Local time Friday
through 8:00 AM local time Monday at an hourly time and material negotiated rate
per hour.
Travel required by Cisco Systems personnel in support of this Statement of Work
will be invoiced separately and at actual cost plus a 10% administrative charge.
[***]
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1. Statement of Work [***]
2. Confidential 03/01/00
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*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 17
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Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
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</TABLE>
D. Flexibility Matrix
[***]
[***]
E. Project Budget
-----------------------------------------------------------------------
Work Budget
-----------------------------------------------------------------------
[***]
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1. Statement of Work [***]
2. Confidential 03/01/00
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*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 18
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Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
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</TABLE>
F. Estimated EquipmentDelivery /Equipment List
[***]
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*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
<PAGE>
G. RESOURCE ALLOCATIONS
[***]
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1. Statement of Work [***]
2. Confidential 03/01/00
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confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
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Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
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</TABLE>
H. PROJECT ASSUMPTIONS
[***] project resources are made available at the level of effort necessary to
complete the project within scope, on scheduled, and within budget as defined
within this document.
Staging and Testing: The Customer provides appropriate facility security and
physical access Test System availability must be maintained at a reasonable
level. Excessive downtime may have a negative impact on the project schedule.
Communication: The Customer has the applications necessary to interface for
review and approval of Cisco and Predictive project deliverables.
Advance Notification: It is assumed that the CISCO Advance Notification has been
sent and its results will yield no impact to any other application.
Project Management Methodology: The Customer agrees to comply with the project
management methodology Cisco Systems, Inc. has employed to effectively manage
and control the budget, delivery schedule, deliverable submissions, and
resources associated with providing the products and services required.
Facility Requirements: Office space, telephones, facsimile machine(s), and
Internet connectivity will be provided by [***] on-site.
Training Requirements: Network transfer of knowledge and supporting technical
documentation will be provided by Cisco and Predictive System Engineers.
[***]
o The customer will provide access to all required systems, facilities, and
personnel to facilitate the completion of this project.
o The customer will provide [***].
o It is assumed that there are [***].
o It is assumed that the [***] components are not part of this scope.
o The customer will provide [***].
o The customer will [***].
o Site preparation issues, such as power, telco, fiber, and space issues will
be the responsibility of the customer.
o The site preparation work will be complete prior to Predictive consultants
arrival on-site for implementation.
o The customer will be responsible for all ancillary devices (cables, etc.).
o The project duration [***].
o All reasonable [***] will be billed to Cisco.
o Cisco will provide full-time Project Management and Project Oversight.
o Cisco will provide Lead Technical Engineer and Technical Oversight.
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1. Statement of Work [***]
2. Confidential 03/01/00
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*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 20
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Cisco Systems, Inc. Predictive SOW Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Version: 1
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</TABLE>
I. RISK ASSESSMENT
[***]
J. CRITICAL TASKS COMPLETION CRITERIA
<TABLE>
<CAPTION>
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CRITICAL TASK IS COMPLETE WHEN...
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</TABLE>
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1. Statement of Work [***]
2. Confidential 03/01/00
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*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
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<TABLE>
<CAPTION>
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Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
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<S> <C>
[***]
</TABLE>
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1. Statement of Work [***]
2. Confidential 03/01/00
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*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
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Cisco Systems, Inc. Predictive SOW Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Version: 1
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</TABLE>
K. CORE TEAM MEMBERS / ROLES AND RESPONSIBILITIES
(*) PRIMARY CONTACTS: Unless otherwise specified on the Purchase Order which
has been accepted by Cisco, the primary contacts for the
Customer are annotated accordingly.
[***]
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1. Statement of Work [***]
2. Confidential 03/01/00
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confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
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Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
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[***]
</TABLE>
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1. Statement of Work [***]
2. Confidential 03/01/00
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confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
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Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
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[***]
</TABLE>
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1. Statement of Work [***]
2. Confidential 03/01/00
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confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
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Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
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<S> <C> <C>
[***]
</TABLE>
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1. Statement of Work [***]
2. Confidential 03/01/00
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confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
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Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
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<S> <C> <C> <C>
[***]
</TABLE>
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1. Statement of Work [***]
2. Confidential 03/01/00
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confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
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Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
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[***]
</TABLE>
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1. Statement of Work [***]
2. Confidential 03/01/00
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*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
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<PAGE>
Cisco Systems, Inc. Professional Services Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project ID Number:__________
L. CHANGE MANAGEMENT PROCESS
Introduction
A Change Request is necessary whenever a task or activity requires an approach
that is different than originally approved by the [***]. A Change Request (CR)
is required when the project budget, resources, scope, timeline is altered from
what was originally approved. A change includes an estimated five day or greater
impact to the schedule or a total of eight man-hours (i.e. 1 person for 8 hours
or 2 people for 4 hours) have been expended for an effort. The Change Request is
necessary regardless of whether the change is a result of new customer
requirements, changes in our systems, new information or technology, new
regulatory requirements, or unanticipated findings.
Purpose
Changes occur frequently throughout our development effort. Many times, those
changes are small. Some are deceptively small because they start out appearing
as something that might be accomplishable in a matter of hours or even minutes.
Unfortunately, these changes can grow to something that will take substantially
longer to complete (days, weeks or months) or may require the efforts of more
individuals than originally anticipated. Scope creep is the result of
uncontrolled change.
Our customers need to know the impact of changes and be given the opportunity to
decide if a change (required or not) is justifiable and whether it should be
deferred until a more appropriate time--particularly if those changes impact the
overall cost or schedule. For scheduling and impact assessment purposes,
management needs to be informed of all changes.
While we hope that everyone recognizes that any change may impact our cost and
schedule, customers frequently perceive changes as something we would not accept
unless we can do it without affecting our cost or schedule.
Change management and the use of a change request, enables the project team and
project manager to monitor and communicate changes as they occur. They also
allow the management team to acquire a commitment from the customer to pay for
those changes.
Instructions For Processing a Change Request:
o Complete the form provided in this SOW and submit to the Project Manager
via e-mail or by hard copy. The Project Manager will review the Change
Request Form for completion. The Project Manager will input the form into
tracking database. Project Managers will need to keep status on a weekly
basis so that tracking database is maintained until the Change Request has
been closed.
o The Project Manager will insert an appropriate ID number and track the
Change Request.
o Be sure to consider cost and impact of the change on all phases of the
project (e.g. design, documentation, testing) and add attachments to
substantiate your findings or recommendations.
o Submit the Change Request form to your Project Manager; retaining a copy
for your own records. The project manager will meet with the Account
Manager and Engagement Manager if necessary and decide on whether to
implement the change requested. The Project Manager will notify you whether
the change was approved, deferred or rejected.
Custom SOW [***]
rev. 10/6/99
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*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 29 of 31
<PAGE>
Cisco Systems, Inc. Professional Services Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project ID Number:__________
M. ISSUE MANAGEMENT PROCESS
An issue is a question, concern or request that is raised by any originator and
pertains to the project. An issue may later be reclassified as a Change Request
or incident negotiated, deferred, or deleted. Issues should be maintained in the
a tracking database.
Issue For Resolution: An Issue for Resolution is the name given to items logged
in a tracking database as an issue and they have a type code of IFR. The IFR
process is utilized to record, track, escalate, and resolve issues.
Issue Management Process: The Issue Management Process encompasses the methods
employed to track issues to their resolution. Project team members need to be
committed to the process of issue management to ensure accurate project controls
and tracking.
The Issue Management Process provides a structured method to initiate, track,
escalate, and resolve issues. The Project Manager is responsible for managing
project issues. Left unresolved, issues may impede or prohibit project-related
progress or development by delaying or suspending work effort.
The Client, any member of the client's team or the Cisco project team can
initiate issues at any time during the life of the project by submitting an
issue by phone or electronic mail to [***]. Addressing and resolving an issue
may require a change to the project scope, price/rate, and implementation
schedule if the client deems necessary. NOTE: Change to the project scope may
have a direct impact on the budget and implementation schedule.
Similar to the Change Management Process, Issue Management may occur at any time
during the life of the project. Issues may evolve into Change Requests, they may
be deferred, canceled, worked through and eliminated (closed or completed), or
simply tabled. Issues may be discovered to be related to incidents already
known, or change request already in the process. Issues sometimes require senior
management action, or even organization reaction. Issue will be entered in the
tracking database in the same fashion as Change Requests. Issues are coded IFRs,
which stands for Issue For Resolution, and implies that action is required.
Identify Issue: Any originator can identify an issue. After identification, the
originator will forward the issue via electronic mail or hard copy to the
Project Manager. (An IFR template is being created--until a form is created
submit issues in a format of your choice via electronic mail.)
Escalation of an Issue: Define the process to identify how to escalate the issue
to the next authority level until resolved.
Assign Responsibility: The Project Manager assigns the appropriate resource the
responsibility for action on the issue. A Project Team Member forwards the IFR
to the Project Manager. The Project Manager originates the IFR in the tracking
database. The Project Manager will produce a weekly report of all open issues
upon request.
Review Customer Issues with Customer: The Project Manager will review any
applicable issues with the customer as necessary otherwise all outstanding
Issues (as well as Change Requests) will be listed in the weekly status
report.Obtain Customer Approval: If the issue was resolved, and it requires
customer approval, the Project Manager will forward the documentation for
appropriate written signature(s).
Approve Status: If the issue was not resolved, the issue returns to the
Originator for a decision to: accept the current status of the item, escalate,
defer, or cancel (marked canceled and archived).
Custom SOW [***]
rev. 10/6/99
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*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 30 of 31
<PAGE>
Cisco Systems, Inc. Professional Services Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project ID Number:__________
N. Communication Approach
The primary form of communication will be via electronic-mail. As well, team
communication is encouraged through team status meetings (via telephone
conference) conducted by the Project Manager throughout the lifecycle of this
project (every Wednesday from 10:30 a.m. -12:30 p.m.). Remote team members are
provided with bridge numbers to participate remotely in the weekly team
meetings. The Project Manager or delegate will record meeting minutes and action
items during the status meetings and will finalize and publish this information
and other required reports via electronic-mail.
The Project Manager will brief the Senior Manager on the status of the project
on a weekly basis through the submission of a Weekly Status Report. Unless
otherwise notified or instructed, this report will be submitted to the Senior
Manager by 2 p.m. via electronic mail on each Friday throughout the lifecycle of
the project. Project Red Flag items will be brought to the attention of the
Account Manager and Engagement Manager as soon as the Project Manager is aware
the urgent issue exists and will also be reflected in the Weekly Status Report.
Project Team members are to keep the Project Manager abreast of the status of
their assignments on a weekly basis. At an interval reporting time agreed upon
by the project team (Status Reports are due to the Project Manager every Friday
by 1 p.m. CST), team members will forward an informal status report to the
Project Manager. The Project Manager will use this information to assist in the
management and facilitation of allocation of resources, labor hours, issues,
change requests, requirements, project scope, etc. The status reports will be
consolidated and forwarded to the client by 2 p.m. CST every Friday by 2 p.m.
CST.
Information can be transferred among project team members via electronic-mail
and hard copy. All decisions made informally such as by telephone must be
documented and filed with the Project Manager. Finalization of project decisions
are contingent upon written approval of the Project Manager, senior manager, and
customer. Work cannot be performed until the appropriate documentation and
written approval is received and filed through the Project Manager or delegate.
All change and issue communication must be documented. Change Requests and
Issues will be coordinated through the Project Manager on the appropriate
form(s) to the Cisco Account Manager. The Project Manager is the primary point
of contact to interface with the Account Manager and Customer. All change
requests and issues will be tracked via the tracking database.
The Cisco Project Manager will provide the necessary tracking reports on a
weekly basis to the entire team and Customer to assist in the facilitation of
the project. All members of the project team, Project Manager, Engagement
Manager, Account Manager, Customer, and technical consultants have software
applications that are compatible for interfacing. These electronic mediums are
strongly encourage so that team members and the customer are able to share
information:
MS Word 97
MSExcel97
MSProject 98
MSAccess 97
electronic mail
Custom SOW [***] Page 31 of 31
rev. 10/6/99
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*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
<PAGE>
Exhibit 10.20.10
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
[***]
Statement of Work for [***]
This Statement of Work ("SOW") is made and entered into between Cisco Systems,
Inc., a California corporation, with offices at 170 West Tasman Drive, San Jose,
California 95134 ("Cisco") and Predictive Systems, Inc., a Deleware corporation,
with offices at 145 Hudson Street, New York, NY 10013 ("Subcontractor") as of
the date last written below ("Effective Date").
This SOW is governed by, incorporated into, and made part of the Professional
Services Subcontract (PSS) agreement executed on May 14, 1999 ("Agreement")
between Cisco and Subcontractor. This SOW shall cover the responsibilities that
Subcontractor shall deliver to [***]. (Customer) acting as a contractor for
Cisco.
The terms of this SOW are limited to the scope of this SOW and shall not be
applicable to any other SOWs that may be executed and attached to the Agreement.
IN WITNESS WHEREOF, the duly authorized representatives of the parties hereto
have caused this SOW to be duly executed.
CISCO SYSTEMS INC. PREDICTIVE SYSTEMS, INC.
By:______________________________ By:__________________________
Name:____________________________ Name:________________________
Title:___________________________ Title:_______________________
Date:____________________________ Date:________________________
1 PROJECT SCOPE
This Statement of Work defines the Services and associated Deliverables
("Services") that Subcontractor shall provide to Customer under the terms of
the Agreement.
1.1 Primary Customer Location Information
<TABLE>
<CAPTION>
<S> <C>
Network Engineering Department: [***]
Address: [***]
Primary Contact: [***]
Primary Contact Phone Number: [***]
Primary Contact After Hours Phone Number: [***]
Primary Contact Pager Number: [***]
Secondary Contact: [***]
Secondary Contact Phone Number: [***]
Secondary Contact After Hours Phone Number: [***]
Secondary Contact Pager Number: [***]
1.2 Product Type, Installation Locations and Product Quantities
Subcontractor shall provide Services (as described in Section 4 hereof)
for the indicated Cisco Products at the following Customer [***]:
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Product
Type [***] [***] [***] [***] [***] [***]
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<S> <C> <C> <C> <C> <C> <C>
[***] [***] [***] [***] [***] [***] [***]
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[***]
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[***] [***] [***] [***] [***] [***] [***]
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[***] [***] [***] [***] [***] [***] [***]
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</TABLE>
PSS - Statement of Work ([***]) Rev. 10/5/99 BSS
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
1
<PAGE>
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
Product
Type [***] [***] [***] [***] [***] [***]
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
[***] [***] [***] [***] [***] [***] [***]
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[***] [***] [***] [***] [***] [***] [***]
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[***] [***] [***] [***] [***] [***] [***]
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[***] [***] [***] [***] [***] [***] [***]
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[***] [***] [***] [***] [***] [***] [***]
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</TABLE>
For each of these same Customer locations, Subcontractor shall provide
Services for the following non-Cisco equipment:
[***]
[***]
If necessary, Customer shall provide services for the following additional
non-Cisco power equipment:
[***]
2 SERVICES AND DELIVERABLES
Subcontractor will invoice the following Services and Deliverables in
accordance with the payment schedule set forth in Section 10 herein. The
following Services and Deliverables shall be delivered to Customer:
PSS - Statement of Work ([***]) Rev. 10/5/99 BSS
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
2
<PAGE>
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
2.1 Services
[***]
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
[***] [***] [***] [***] [***]
[***]
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
[***] [***] [***] [***] [***]
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[***] [***] [***] [***] [***]
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[***] [***] [***] [***] [***]
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[***] [***] [***] [***] [***]
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[***] [***] [***] [***] [***]
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[***] [***] [***] [***] [***]
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[***] [***] [***] [***] [***]
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[***] [***] [***] [***] [***]
--------------------------------------------------------------------------------------------------------------------
[***]
[***]
------------
</TABLE>
2.2 Deliverables
2.2.1 [***]
2.2.2 [***]
2.2.3 [***]
3 SCHEDULE
The Services and Deliverables will be provided to Customer in accordance with
the following milestone schedule:
[***]
PSS - Statement of Work ([***]) Rev. 10/5/99 BSS
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
3
<PAGE>
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
4 RESPONSIBILITIES OF THE PARTIES
Project Management
4.1 Subcontractor shall be responsible for the following
4.1.1 Develop a Network Installation Project Plan.
4.1.2 Provide a Project Manager who will participate in regularly
scheduled meetings and manage the Subcontractor-related efforts.
4.1.3 Schedule and manage all site surveys.
4.1.4 Schedule and manage all installation activities within the scope of
the project.
4.2 Customer shall be responsible for the following
4.2.1 Designate a single point of contact to whom all Cisco communications
may be addressed and who has the authority to act on all aspects of
the services. Such person shall be identified below. Such contact
shall be available during normal hours of business (Monday through
Friday 8:00am to 5:00pm local time, excluding Cisco observed
holidays).
4.2.2 Unless otherwise agreed by the parties, ensure that Cisco's request
for information or documentation needed for the Project is met
within two (2) business days of Cisco's request.
4.2.3 Provide confirmation of the scheduled activity to the Cisco
Project Manager within ten (10) business days of a scheduled
rollout.
4.2.4 Notify Cisco Project Manager of any schedule changes within ten (10)
business days of any scheduled activity. Scheduling changes and/or
cancellations made after this ten (10) day window shall be subject
to Cisco's then current cancellation penalty charge.
4.2.5 Notify the Cisco Project Manager of any hardware and/or software
upgrade activity at least sixty (60) days prior to the scheduled
activity. Scheduling changes and/or cancellations made within ten
(10) days of the original activity date shall be subject to Cisco's
re-scheduling charge of five percent (5%).
4.2.6 Any additional warehousing costs associated with delays due to the
Customer.
4.2.7 Insure Customer's own products covered under this agreement against
loss or damage during the staging process.
4.3 Cisco shall be responsible for the following
4.3.1 Provide a single point of contact for all support issues within the
scope of the project. Such person shall be identified in Section 11
below.
Project Engineering
4.4 Subcontractor shall be responsible for the following
4.4.1 Provide a Project Engineer to support technical issues within the
scope of the project.
4.4.2 Provide a Network Design Review and Recommendations.
4.4.3 Provide remote technical support for additional configuration
services beyond the scope of this SOW. 4.4.4 Be present in
Customer's NOC during project acceptance testing.
4.4.5 Provide Installation Documentation for sites listed in Section 1.2.
4.4.5.1 Network Block Diagram shall include all hardware components
designating each network element.
PSS - Statement of Work ([***]) Rev. 10/5/99 BSS
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
4
<PAGE>
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
4.4.5.2 Network Cabling Diagram shall illustrate all
interconnectivity between hardware components at each
location and shall include the cable lengths and
designators.
4.4.5.3 Physical MDF/IDF layout shall include a physical placement
of equipment racks and patch panels within the room(s) as
illustrated in the "Network Block Diagram"
4.4.5.4 Rack diagram(s) shall include all components installed in
each rack as illustrated in the "Network Block Diagram"
designators for each connection that refers to the cabling
diagram.
4.4.5.5 Power requirements shall be documented in a grid that will
include, current, wire size, grounding, load rating, AC/DC,
receptacles and dedicated or shared breaker(s).
4.4.5.6 Cable specifications shall include all readily available
cable specification which may include, pin outs, connector
part number, length and cable part number of each equipment
manufacturers and will be duplicated and assembled in one
consolidated document.
4.4.5.7 Installation documentation, product documentation should be
supplied by each manufacturer. Specific as-built
documentation will be supplied for all products installed
specifically for this project. "As-built" is described as
follows: configuration of each hardware device and all
software entries made during the loading of all components.
4.4.5.8 Enable appropriate software licenses, if necessary.
4.4.6 Validate the application performance before the equipment is placed
into service.
4.4.7 Subcontractor shall use the customer's IP address class and provide
the data for the IP addressing scheme, which will include IP
network addressing/host addressing datasheet for the equipment
being installed.
4.5 Customer shall be responsible for the following
4.5.1 Provide reasonable access to Customer sites and facilities,
including where applicable, computer equipment, telecom equipment,
facilities, workspace and telephone for Cisco's use during the
project.
4.5.2 Provide adequate secured storage areas on the Customer's site for
Cisco equipment for the duration of the project.
4.5.3 When requested by Cisco, provide network physical and logical
schematics to Cisco.
4.5.4 Document and implement Customer Provided Equipment (CPE)
configuration as needed to implement the Cisco equipment.
4.5.5 Provide IP addresses and subnet masks for the new products' network
ports.
<PAGE>
4.5.6 Provide access to gateway routers and/or modems for out of band
access.
4.5.7 Install and verify the operation of all external communications
equipment not provided by Cisco.
4.5.8 Provide a phone line and a modem and/or Internet access to a Cisco
server for software and firmware downloads.
4.5.9 Execute and deliver the [***] within fifteen (15) days of
notification by Cisco that a job is complete.
4.5.10 When requested by Cisco, provide Cisco a complete and documented
network architecture prior to service commencement.
4.5.11 When requested by Cisco, provide the Customer's building layout,
including the floor plan, cabling and power location for all
applicable sites.
Installation
4.6 Subcontractor shall be responsible for the following
4.6.1 [***]
4.6.2 [***]
PSS - Statement of Work ([***]) Rev. 10/5/99 BSS
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
5
<PAGE>
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
4.6.3 [***].
4.6.4 [***].
4.6.5 [***].
4.6.6 [***]
4.6.6.1 [***].
4.6.6.2 [***].
4.6.6.3 [***].
4.6.7 [***].
4.6.8 [***].
4.6.9 [***].
4.7 Customer shall be responsible for the following
4.7.1 Prepare the installation site.
4.7.1.1 Ensure that proper environmental conditions are met.
4.7.1.2 Ensure that equipment racks are pre-installed at the site.
4.7.1.3 Ensure that adequate power is available at the equipment
racks.
4.7.2 Ensure that [***] clearly identified.
4.7.3 Ensure that any new telco circuits are installed and properly
tested prior to network installation.
4.7.4 Verify that all necessary cabling is delivered and available prior
to installation.
4.7.5 Identify a local site coordinator who is responsible for the
project for each location.
4.7.5.1 Customer site coordinator or another customer technical
installation representative shall be on-site at the
installation location during the installation process.
4.7.6 Handle delivery of equipment not provided by Cisco.
4.7.6.1 Send only the required gear to each location.
4.7.7 Specify network topology and clearly identify connectivity
requirements.
4.7.8 Provide existing network synchronization and data timing
configuration.
4.7.9 Provide voice telephone line and number (near the Cisco product)
for the installer to contact Cisco headquarters personnel.
4.7.10 Provide and verify interface specifications and requirements.
4.7.11 Verify all distance and interference limitations of interface
cables to be used at installation.
4.7.12 Provide access to proper grounding system.
4.7.13 Provide modem line and number (near the Cisco product) for the
installer to use if needed.
4.7.14 Provide earthquake bracing if required.
4.7.15 Provide proper security clearances and/or escorts as required to
access the site for equipment installation and maintenance.
4.7.16 Provide any special safety equipment required for the site.
4.7.17 Provide staging services in Denver for all equipment requiring such
preparation.
4.7.17.1 Equipment assembly, if required.
4.7.17.2 Initially configure equipment, where possible.
PSS - Statement of Work ([***]) Rev. 10/5/99 BSS
WAN - [***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
6
<PAGE>
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
4.7.17.3 Conduct burn-in and initial testing of equipment.
4.7.17.4 Upgrade all [***], and processor software.
4.7.17.5 Enter configurations into the tag (label) switching
controllers.
4.7.17.6 Assemble all parts and equipment for each site to
facilitate shipping.
4.7.18 Provide a detailed equipment installation list for each site.
4.7.19 Wire all cross-connect and patch panels.
4.7.20 Provide timely support for initial verification of configurations
and remote access by testing connectivity to Customer NOC before
installation team leaves each site.
5 PURCHASE ORDER ISSUANCE
Customer shall place orders for the Services defined herein by issuing a
written Purchase Order signed by an authorized representative, indicating the
following:
5.1 Services required; by reference to project SOW and task/sites
5.2 Quantity
5.3 Price
5.4 Requested service date
5.5 Bill-to address
5.6 Service-to addresses
5.7 Primary site contacts
5.8 Tax exemption certificates, if applicable
All Purchase Orders issued for the Services identified in this SOW shall
reference the SOW and the Agreement. The terms and conditions of the SOW and
the Agreement prevail regardless of any conflicting terms on the Purchase
Order, other correspondence and any and all verbal communications. All
Purchase Orders must be approved and accepted by Cisco at San Jose, CA. In the
event of a conflict between the terms and conditions of this SOW and those in
the Agreement, the terms and conditions of the Agreement shall prevail.
6 ASSUMPTIONS
This Statement of Work and the rates/ price were prepared based on the
following key assumptions ("Assumptions"). Any deviations from these
Assumptions that arise during the Project shall be managed through the Change
Management Procedure as specified below. Parties agree that any changes in the
Assumptions may result in an adjustment in the rates/ price.
6.1 All site preparation work and other Customer responsibility tasks will be
completed prior to the start date specified in Customer's Purchase Order.
Delays caused by the lack of completed site preparation, or failure to
meet any responsibilities as specified above on the part of Customer, will
be billed at Cisco's then-current time and materials rates. Any additional
costs incurred by Customer as a result of delays shall be the sole
responsibility of the Customer.
6.2 This Agreement does not include hardware, software or maintenance
("Product"), which must be purchased separately.
6.3 Customer's network architecture design shall not change between the date
of Customer's execution of this SOW and the completion of all Services
contemplated hereunder.
6.4 Cisco requires a lead-time of three (3) days from acceptance of a Purchase
Order from Customer to begin work.
6.5 Cisco will require a schedule extension of thirty (30) days for any
personnel change requests made by Customer.
6.6 Union labor is not required.
PSS - Statement of Work ([***]) Rev. 10/5/99 BSS
WAN - [***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
7
<PAGE>
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
6.6.1 [***].
6.7 Services not covered under this SOW:
6.7.1 Maintenance on Products.
6.7.2 Unless otherwise specified in Section 4 above, any customization of,
or labor to install, software.
6.7.3 Support or replacement of Product that is altered, modified,
mishandled, destroyed or damaged by natural causes or damaged due to
a negligent or willful act or omission by Customer or use by
Customer other than as specified in the applicable Cisco-supplied
documentation.
6.7.4 Services to resolve software or hardware problems resulting from
third party products or causes beyond Cisco's control.
6.7.5 Services for non-Cisco software installed on any Cisco Product.
6.7.6 Any hardware upgrade required to run new or updated software.
7 CHANGE MANAGEMENT PROCEDURES
It may become necessary to amend this SOW for reasons including, but not
limited to, the following:
7.1 Customer changes to the scope of work and/or specifications for the
Services or Deliverables;
7.2 Customer changes to the IP
7.3 Non-availability of resources which are beyond either party's control; or
7.4 Environmental or architectural impediments not previously identified.
In the event it is necessary to change the Services and/or Deliverables
contemplated by this SOW, the following procedure will be followed:
Either Cisco, Subcontractor or Customer will prepare a document describing the
nature of the change, the reason for the change, and the effect of the change
on the scope of work, which may include changes to the project schedule,
Services and/or Deliverables. The parties will negotiate any price increase or
decrease as a result of the change.
8 DURATION OF WORK/SCHEDULE
A requested Service commencement date is to be included in Customer's Purchase
Order subject to confirmation by Subcontractor and Cisco.
9 COMPLETION
Customer shall insure that the proper personnel are scheduled to review each
completed Service or Deliverable upon notification of completion by
Subcontractor. Customer shall indicate its acceptance of the Service or
Deliverable by signing the WAN Unit Completion Certificate within fifteen (15)
days from presentation of the completed Service or Deliverable. Services and
Deliverables will be deemed accepted if Customer fails to respond within this
fifteen (15) day period. If a Service or Deliverable is not complete for any
reason, Customer shall provide written notification to Subcontractor and
document that fact on the WAN Unit Completion Certificate. Subcontractor shall
have ten (10) days after the receipt of such notice to correct the error given
it is within Subcontractor's scope to do so. Such time period to correct the
error may be extended by mutual consent.
PSS - Statement of Work ([***]) Rev. 10/5/99 BSS
WAN - [***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
8
<PAGE>
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
10 PAYMENT
Payment shall be due a net thirty (30) days from date of invoice. Payment of
Subcontractor invoices is subject to and controlled by the Agreement. The
Services and Deliverables shall be invoiced and payable in accordance with the
terms and provisions set forth above and in accordance with the following
payments schedule:
[***]
11 PRIMARY CONTACTS
Unless otherwise specified, the primary Customer, Cisco and Subcontractor
contacts for this project shall be:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Customer Contact: [***] Cisco Contact: [***]
Telephone Number: [***] Telephone Number: [***]
Facsimile Number: [***] Facsimile Number: [***]
E-mail address: [***] E-mail address: [***]
Subcontractor Contact: [***]
Telephone Number: [***]
Mobile Number: [***]
E-mail address: [***]
</TABLE>
PSS - Statement of Work ([***]) Rev. 10/5/99 BSS
WAN - [***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
9
<PAGE>
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
CISCO SYSTEMS
[GRAPHIC OMITTED]
Appendix A WAN Unit Completion Certificate
This WAN Node Notice of Completion ("Notice") must be completed by the Customer
and submitted to Cisco within fifteen (15) days upon Cisco's notification to
Customer that work is complete. Work is deemed complete and accepted by the
Customer if Cisco does not receive this Notice within such time.
Location of Cisco Products:
<TABLE>
<CAPTION>
Types of Cisco Products: [***]
Initial
<S> <C> <C>
1. All devices are mounted at the customer-designated location. ----
2. Power is connected according to specifications. ----
3. Dedicated ground connections are provided for equipment, as required ----
4. All equipment is operational and free of alarms. ----
5. Equipment inventory has been noted and confirmed. ----
6. All equipment installed is of new condition and not damaged. ----
7. The specified software and firmware has been downloaded. ----
8. All equipment passes power up self-tests. ----
9. All cables are dressed and labeled. ----
10. The site is clean of packing material debris. ----
Acceptance Acknowledged:
[***]
("Customer")
By: ____________________________________
Name: __________________________________
Title: _________________________________
Date: __________________________________
</TABLE>
PSS - Statement of Work ([***]) Rev. 10/5/99 BSS
WAN - [***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
10
<PAGE>
Exhibit 10.20.9
<TABLE>
<S> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. Predictive SOW Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Version: 1
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
[GRAPHIC OMITTED]
Statement of Work
This Statement of Work ("SOW") is made and entered into between Cisco Systems,
Inc., a California corporation, with offices at 170 West Tasman Drive, San Jose,
California 95134 ("Cisco") and Predictive Systems, Inc. with offices at 17950
Preston Rd., Suite 1050, Dallas, TX 75252 ("Subcontractor") as of the date last
written below ("Effective Date").
This SOW is governed by, incorporated into, and made part of the Professional
Services Subcontract Agreement ("Agreement") between Cisco and Subcontractor.
This SOW defines the services and deliverables that Subcontractor shall provide
to Cisco under the terms of the Agreement ("Services"). The terms of this SOW
are limited to the scope of this SOW and shall not be applicable to any other
SOWs, which may be executed and attached to the Agreement.
This SOW consists of this signature page and the following sections which are
incorporated in this SOW by this reference:
1. Project Scope
2. Responsibilities of the Parties
3. Completion
4. Pricing and Payment
5. Change Management Procedures
6. APPENDIX A: Milestone/Service Completion
7. APPENDIX B: Customer Installation Location
8. APPENDIC C: Project Management Approach
IN WITNESS WHEREOF, the duly authorized representatives of the parties hereto
have caused this SOW to be duly executed.
<TABLE>
<S> <C>
CISCO SYSTEMS, INC. PREDICTIVE SYSTEMS, INC.
By:_____________________________________ By:______________________________________
Name:__________________________________ Name:___________________________________
Title:___________________________________ Title:____________________________________
Date:___________________________________ Date:____________________________________
</TABLE>
03/01/00
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
<PAGE>
<TABLE>
<S> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
1. PROJECT SCOPE.
1.1 Services:
1.1.1 As more fully described in Section 2 Responsibilities of the
Parties, Subcontractor shall provide Cisco Systems services at
the Customer location(s) specified in Section 1.4. Services
shall include:
o [***]
o [***]
o [***]
o [***]
o [***]
o [***]
o [***]
1.1.2 Unless specified otherwise in this SOW, Services shall be
performed during the normal Business Day defined as 8:00 a.m. to
6:00 p.m. Monday through Friday local time, excluding Cisco
observed holidays. A list of Cisco observed holidays will be
provided upon request.
1.2 Deliverables and High-level Work Breakdown Structure
[***]
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 2
<PAGE>
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
[***]
</TABLE>
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 3
<PAGE>
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------------
[***]
</TABLE>
1.4 Location Information:
[***]
Additional Customer locations, if any, are listed in Appendix B
attached hereto.
1.5 Primary Contacts: Unless specified otherwise in writing, the primary
contacts for Customer, Cisco and Subcontractor shall be:
Customer Contact [***]
Subcontractor Contact [***]
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 4
<PAGE>
<TABLE>
<S> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Cisco Contact [***]
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 5
<PAGE>
<TABLE>
<S> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
2. RESPONSIBILITIES OF THE PARTIES.
2.1 Project Management:
2.1.1 Subcontractor is responsible for the following work through on-site
and remote Project Management:
Cisco Systems, Inc. has asked Predictive Systems, Inc. [***]. The
scope of work will involve [***].
Predictive will [***].
a) Providing a single point of contact designated as the
Subcontractor Program Manager for all Project Support issues, and
designating a back up when the primary contact is not available.
b) Providing network design and implementation management
c) Receiving and reviewing logical/physical Project schematics from
Customer
d) Developing the Network Implementation Plan.
e) Developing the installation schedule in coordination with
Customer.
f) Working with Customer to develop site readiness and completion
criteria.
g) Developing Site Completion Sheet and procedures
h) Providing site/service completion to Customer to be reviewed and
executed by the Customer Project Manager or designated
representative in accordance with Section 1.5 of this SOW.
2.1.2 Cisco shall ensure the following Customer responsibilities shall be
performed:
a) Designating a person to whom all Subcontractor communications may
be addressed and who has the authority to act on all aspects of
the Services. Such person shall be identified and the Customer
Project Manager in Section 1.5 of this SOW.
b) Designating a back up when the primary Customer Project Manager
is not available.
c) Site Preparation. Customer shall perform site surveys and prepare
the installation site(s) according to the site preparation guide.
d) Providing adequate workspace for all Subcontractor project
personnel.
e) Providing a project staging area with telephone and modem line.
f) If Terminal Access Control Authentication Control System (TACACS)
is in use, provide a TACACS user-identification and password,
including a serial link access password and privileged-level
enable password for use by each installer.
g) Providing unrestricted (24x7) access to Customer facilities. In
addition, provide reasonable access to applicable Customer sites
to include computer data centers, facilities, workspace and
telephone for Subcontractor's use during the project.
h) Providing Subcontractor a complete and documented network
architecture plan that would provide physical and logical
schematics (Visio format preferred) prior to service
commencement.
i) Unless otherwise agreed to by the parties, responding within two
(2) business days of Subcontractor's request for documentation or
information needed for the Project.
j) Notifying Subcontractor Project Manager of any installation
scheduling change at least seventy-two (72) hours prior to the
agreed published installation date.
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 6
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<TABLE>
<S> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
2.2 Staging:
2.2.1 Subcontractor shall be responsible for the following:
a) [***]
b) [***]
2.2.2 Cisco shall ensure the following Customer responsibilities shall
be performed:
a) Providing a configuration template together with the site
specific configuration variables for Product in a
spreadsheet format at least 20 business days [***] The
configuration variables include but are not limited to:
o [***]
o [***]
2.3 Installation:
2.3.1 Subcontractor shall be responsible for the following:
a) Supplying the Subcontractor project team with a displayable
form of identification to be worn at all times during
on-site project activities.
b) [***]
c) Installation of all network components as specified in the
Final Design Documentation.
d) Developing installation check sheet to ensure a successful
and consistent installation.
e) Providing the new network addressing information for
Customer's file and application servers.
f) Providing physical connectivity of the out-of-band
management components.
2.3.2 Cisco shall ensure the following Customer responsibilities shall
be performed:
a) Providing unrestricted 24x7 access to Customer facilities,
including where applicable, computer equipment, facilities,
work spaces and telephone for Subcontractor's use during the
Project.
b) Installing and verifying the operation of all external
communication hardware not provided by Cisco prior to or
during the physical installation.
c) Providing network "help desk" personnel to assist with the
following:
o Coordinate router upgrades.
o Coordinate the Customer hub de-installation and
Subcontractor switch installation teams during the
scheduled change controls.
o Work with the on-site teams to perform pre-upgrade
support, hardware support, IOS support, and
post-upgrade testing support.
d) Performing the hardware and software configuration changes
that will be required on Customer's file and application
servers.
e) Providing all test scripts and POCs to verify both network
and server connectivity.
f) Providing all non-Cisco out-of-band management components.
g) Ensure that all site preparation (for example, but not
limited to, power, space, HVAC, abatement, cables, and
racks) will be in place and the site ready for equipment
installation within three (3) business days of the scheduled
installation.
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 7
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<TABLE>
<S> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
3. COMPLETION. Cisco shall insure that the proper personnel are scheduled to
review each completed Service or Deliverable upon notification of
completion by Subcontractor. Cisco shall indicate its acceptance of the
Service or Deliverable by signing the Milestone/Service Completion
Certificate within five (5) days from presentation of the completed Service
or Deliverable. Services and Deliverables shall be deemed accepted if Cisco
fails to respond within this five (5) day period. If a Service or
Deliverable is not complete for any reason, Cisco shall provide written
notification to Subcontractor and document that fact on the Completion
Certificate. Subcontractor shall have ten (10) days after the receipt of
such notice to correct the error given it is within Subcontractor's scope
to do so. Such time period to correct the error may be extended by mutual
consent.
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 8
<PAGE>
<TABLE>
<S> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
4. PRICING AND PAYMENT.
4.1 Pricing:
[***]
NOTE: [***]
4.1.1 Expenses: [***]
4.2 Purchase Order Issuance: Within 15 business days following the
Effective Date of this SOW, Cisco shall place orders for Services by
issuing a written Purchase Order to Subcontractor for the total amount
indicated in Section 4.1. Subcontractor shall not commence Services
until a Cisco Purchase Order is received. The terms and conditions of
the SOW and the Agreement prevail regardless of any conflicting terms
on the Purchase Order, other correspondence and any and all verbal
communications.
4.3 Payment: Subcontractor shall invoice Cisco monthly or upon completion
of Services, which ever comes first. Payment shall be due 30 days from
date of invoice.
5. CHANGE MANAGEMENT PROCEDURES.
5.1 It may become necessary to amend this Statement of Work for reasons
including, but not limited to, the following:
5.1.1 Cisco's or Customer's changes to the scope of work and/or
specifications for the Deliverables,
5.1.2 Cisco's or Customer's changes to the Implementation Plan,
5.1.3 Non-availability of resources which are beyond either party's
control; and/or,
5.1.4 Environmental or architectural impediments not previously
identified.
5.2 In the event either party desires to change this Statement of Work,
the following procedures will apply:
5.2.1 The party requesting the change will deliver a change request
document ("Change Request") to the other party. The Change
Request will describe the nature of the change, the reason for
the change, and the effect the change will have on the scope of
work, which may include changes to the Deliverables, and the
schedule.
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 9
<PAGE>
<TABLE>
<S> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
5.2.2 A Change Request may be initiated by either party for any
material changes to the SOW. The designated Program/Project
Manager of the requesting party will review the proposed change
with his/her counterpart. The parties will evaluate the Change
Request and negotiate in good faith the changes to the Services
and the additional charges, if any, required to implement the
Change Request. If both parties agree to implement the Change
Request, the appropriate authorized representatives of the
parties will sign the Change Request, indicating the acceptance
of the changes by the parties.
5.2.3 Upon execution of the Change Request, said Change Request will
be incorporated into, and made a part of, this SOW.
5.3 Whenever there is a conflict between the terms and conditions set
forth in a fully executed Change Request and those set forth in the
original SOW, or previous fully executed Change Request, the terms and
conditions of the most recent fully executed Change Request shall
prevail.
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 10
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<TABLE>
<S> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
[GRAPHIC OMITTED]
APPENDIX A-1
MILESTONE/SERVICE COMPLETION CERTIFICATE
Statement of Work Number: _______
Milestone Number: ____1___
Pursuant to the above referenced Statement of Work between Cisco and
Subcontractor, Cisco hereby certifies, by the signature of an authorized
representative, that the Milestone/Service described has been completed in a
satisfactory manner on the date indicated below:
Milestone/Service Date
- ----------------- ----
[***]
Acknowledged and Agreed: Acknowledged and Agreed:
_______________________________________ _____________________________________
Predictive Systems Project Manager Cisco Project Manager
By:____________________________________ By:__________________________________
Name:__________________________________ Name:________________________________
Title:_________________________________ Title:_______________________________
Date:__________________________________ Date:________________________________
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 11
<PAGE>
<TABLE>
<S> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
[GRAPHIC OMITTED]
APPENDIX A-2
MILESTONE/SERVICE COMPLETION CERTIFICATE
Statement of Work Number: __________
Milestone Number: ___2____
MILESTONE/SERVICE COMPLETION CERTIFICATE
Pursuant to the above referenced Statement of Work between Cisco and
Subcontractor, Cisco hereby certifies, by the signature of an authorized
representative, that the Milestone/Service described has been completed in a
satisfactory manner on the date indicated below:
Milestone/Service Date
- ----------------- ----
[***]
Acknowledged and Agreed: Acknowledged and Agreed:
_______________________________________ _____________________________________
Predictive Systems Project Manager Cisco Project Manager
By:____________________________________ By:__________________________________
Name:__________________________________ Name:________________________________
Title:_________________________________ Title:_______________________________
Date:__________________________________ Date:________________________________
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 12
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<TABLE>
<S> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
[GRAPHIC OMITTED]
Appendix B - Customer Installation Locations
Additional customer sites [***]
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Site Name Product Quantity Contact Phone Closet Phone
Address
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
[***]
</TABLE>
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 13
<PAGE>
<TABLE>
<S> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
[GRAPHIC OMITTED]
Appendix C - Change Request
In reference to the section titled Change Management Procedures of the above
referenced Statement of Work between Cisco Systems, Inc. ("Cisco") and
Predictive Systems, Inc all parties hereby certify, by the signature of an
authorized representative, that this Change Management Request will amend and be
fully incorporated into the existing Statement of Work (SOW).
1. Reason for Change Request:
2. Changes to SOW (or specify to which document(s) change is required):
3. Impact (cost, schedule, scope, resources):
IN WITNESS WHEREOF, the duly authorized representatives of the parties hereto
have caused this Change Management Request to be fully executed.
CISCO SYSTEMS, INC. PREDICTIVE SYSTEMS, INC.
By: By:
------------------------------------ ---------------------------------
Name: Name:
----------------------------------- --------------------------------
Title: Title:
---------------------------------- -------------------------------
Date: Date:
----------------------------------- --------------------------------
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 14
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<TABLE>
<S> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
CONFIDENTIAL INFORMATION.
Customer acknowledges that, in connection with this Agreement and
its relationship with Cisco, it may obtain information relating
to the Products or to Cisco, which is of a confidential and
proprietary nature ("Confidential Information"). Such
Confidential Information may include, but is not limited to,
trade secrets, know how, inventions, techniques, processes,
programs, schematics, software source documents, data, customer
lists, financial information, and sales and marketing plans or
information which Customer knows or has reason to know is
confidential, proprietary or trade secret information of Cisco,
as well as any information posted on CCO. Customer shall at all
times, both during the term of this Agreement and for a period of
at least three (3) years after its termination, keep in trust and
confidence all such Confidential Information, and shall not use
such Confidential Information other than as expressly authorized
by Cisco under this Agreement, nor shall Customer disclose any
such Confidential Information to third parties without Cisco's
written consent. Customer further agrees to immediately return to
Cisco all Confidential Information (including copies thereof) in
Customer's possession, custody, or control upon termination of
this Agreement at any time and for any reason. The obligations of
confidentiality shall not apply to information which (a) has
entered the public domain except where such entry is the result
of Customer's breach of this Agreement; (b) prior to disclosure
hereunder was already rightfully in Customer's possession; (c)
subsequent to disclosure hereunder is obtained by Customer on a
nonconfidential basis from a third party who has the right to
disclose such information to the Customer; (d) is required to be
disclosed pursuant to a court order, so long as Cisco is given
adequate notice and the ability to challenge such required
disclosure.
Neither party shall disclose, advertise, or publish the terms and
conditions of this Agreement without the prior written consent of
the other party. Any press release or publication regarding this
Agreement is subject to prior review and written approval of the
parties.
This Agreement is the complete agreement between the parties hereto
concerning the subject matter of this Agreement and replaces any prior or
contemporaneous oral or written communications between the parties. There
are no conditions, understandings, agreements, representations, or
warranties, expressed or implied, which are not specified herein. This
Agreement may only be modified by a written document executed by the
parties hereto.
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 15
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Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
[GRAPHIC OMITTED]
Appendix D - Project Management Approach
A. Executive Summary
Appendix D clarifies the scope, definition of project boundaries, roles and
responsibilities of the core and extended team members, project budget, and
project management controls associated with [***]. The ability to achieve
the objectives and deliverables within the specified parameters must be
validated against a detailed project plan.
The acronym TBD (To Be Determined) will be used when information has not
yet been obtained. This information will be provided at a later date.
B. Project Phases Scope/Objectives
PHASE 1 [***]
PHASE 2 [***]
PHASE 3 [***]
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 16
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<TABLE>
<S> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
PHASE 4 [***]
PHASE 5 [***]
C. STANDARD [***]
[***]
Weekend and Holiday rate defined as the hours between 5:00 PM Local time Friday
through 8:00 AM local time Monday at an hourly time and material negotiated rate
per hour.
Travel required by Cisco Systems personnel in support of this Statement of Work
will be invoiced separately and at actual cost plus a 10% administrative charge.
[***]
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 17
<PAGE>
<TABLE>
<S> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
D. Flexibility Matrix
[***]
[***]
E. Project Budget
-----------------------------------------------------------------------
Work Budget
-----------------------------------------------------------------------
[***]
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 18
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<TABLE>
<S> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
F. Estimated EquipmentDelivery /Equipment List
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
<PAGE>
G. RESOURCE ALLOCATIONS
[***]
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 19
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<TABLE>
<S> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
H. PROJECT ASSUMPTIONS
[***] project resources are made available at the level of effort necessary to
complete the project within scope, on scheduled, and within budget as defined
within this document.
Staging and Testing: The Customer provides appropriate facility security and
physical access Test System availability must be maintained at a reasonable
level. Excessive downtime may have a negative impact on the project schedule.
Communication: The Customer has the applications necessary to interface for
review and approval of Cisco and Predictive project deliverables.
Advance Notification: It is assumed that the CISCO Advance Notification has been
sent and its results will yield no impact to any other application.
Project Management Methodology: The Customer agrees to comply with the project
management methodology Cisco Systems, Inc. has employed to effectively manage
and control the budget, delivery schedule, deliverable submissions, and
resources associated with providing the products and services required.
Facility Requirements: Office space, telephones, facsimile machine(s), and
Internet connectivity will be provided by [***] on-site.
Training Requirements: Network transfer of knowledge and supporting technical
documentation will be provided by Cisco and Predictive System Engineers.
[***]
o The customer will provide access to all required systems, facilities, and
personnel to facilitate the completion of this project.
o The customer will provide [***].
o It is assumed that there are [***].
o It is assumed that the [***] components are not part of this scope.
o The customer will provide [***].
o The customer will [***].
o Site preparation issues, such as power, telco, fiber, and space issues will
be the responsibility of the customer.
o The site preparation work will be complete prior to Predictive consultants
arrival on-site for implementation.
o The customer will be responsible for all ancillary devices (cables, etc.).
o The project duration [***].
o All reasonable [***] will be billed to Cisco.
o Cisco will provide full-time Project Management and Project Oversight.
o Cisco will provide Lead Technical Engineer and Technical Oversight.
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 20
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<TABLE>
<S> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. Predictive SOW Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Version: 1
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
I. RISK ASSESSMENT
[***]
J. CRITICAL TASKS COMPLETION CRITERIA
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
CRITICAL TASK IS COMPLETE WHEN...
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Complete core network implementation The network is considered implemented when...
- --------------------------------------------------------------------------------------------------------------------------------
Complete parallel network migration from old to new network The network migration is considered complete when... The
network is considered parallel when...
- --------------------------------------------------------------------------------------------------------------------------------
Aggregate addresses Addresses are considered aggregated when...
- --------------------------------------------------------------------------------------------------------------------------------
Transfer technical documentation and diagrams to web-based Transfer of technical documentation and diagrams to web-based
product product is considered complete when...
- --------------------------------------------------------------------------------------------------------------------------------
Conduct Design Walkthrough [***]
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 21
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Transfer of knowledge [***]
- --------------------------------------------------------------------------------------------------------------------------------
Reserve and issue block of IP addresses Reservation and issuance of IP address blocks are considered
complete when...
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 22
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<TABLE>
<S> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. Predictive SOW Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Version: 1
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
K. CORE TEAM MEMBERS / ROLES AND RESPONSIBILITIES
(*) PRIMARY CONTACTS: Unless otherwise specified on the Purchase Order which
has been accepted by Cisco, the primary contacts for the
Customer are annotated accordingly.
[***]
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 23
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
[***]
</TABLE>
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 24
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
[***]
</TABLE>
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 25
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<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
[***]
</TABLE>
- --------------------------------------------------------------------------------
1. Statement of Work [***]
2. Confidential 03/01/00
- --------------------------------------------------------------------------------
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 26
<PAGE>
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
[***]
</TABLE>
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1. Statement of Work [***]
2. Confidential 03/01/00
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1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
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Cisco Systems, Inc. (DRAFT) Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number: [***]
Revision Number: 3A
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2. Confidential 03/01/00
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1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
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<PAGE>
Cisco Systems, Inc. Professional Services Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project ID Number:__________
L. CHANGE MANAGEMENT PROCESS
Introduction
A Change Request is necessary whenever a task or activity requires an approach
that is different than originally approved by the [***]. A Change Request (CR)
is required when the project budget, resources, scope, timeline is altered from
what was originally approved. A change includes an estimated five day or greater
impact to the schedule or a total of eight man-hours (i.e. 1 person for 8 hours
or 2 people for 4 hours) have been expended for an effort. The Change Request is
necessary regardless of whether the change is a result of new customer
requirements, changes in our systems, new information or technology, new
regulatory requirements, or unanticipated findings.
Purpose
Changes occur frequently throughout our development effort. Many times, those
changes are small. Some are deceptively small because they start out appearing
as something that might be accomplishable in a matter of hours or even minutes.
Unfortunately, these changes can grow to something that will take substantially
longer to complete (days, weeks or months) or may require the efforts of more
individuals than originally anticipated. Scope creep is the result of
uncontrolled change.
Our customers need to know the impact of changes and be given the opportunity to
decide if a change (required or not) is justifiable and whether it should be
deferred until a more appropriate time--particularly if those changes impact the
overall cost or schedule. For scheduling and impact assessment purposes,
management needs to be informed of all changes.
While we hope that everyone recognizes that any change may impact our cost and
schedule, customers frequently perceive changes as something we would not accept
unless we can do it without affecting our cost or schedule.
Change management and the use of a change request, enables the project team and
project manager to monitor and communicate changes as they occur. They also
allow the management team to acquire a commitment from the customer to pay for
those changes.
Instructions For Processing a Change Request:
o Complete the form provided in this SOW and submit to the Project Manager
via e-mail or by hard copy. The Project Manager will review the Change
Request Form for completion. The Project Manager will input the form into
tracking database. Project Managers will need to keep status on a weekly
basis so that tracking database is maintained until the Change Request has
been closed.
o The Project Manager will insert an appropriate ID number and track the
Change Request.
o Be sure to consider cost and impact of the change on all phases of the
project (e.g. design, documentation, testing) and add attachments to
substantiate your findings or recommendations.
o Submit the Change Request form to your Project Manager; retaining a copy
for your own records. The project manager will meet with the Account
Manager and Engagement Manager if necessary and decide on whether to
implement the change requested. The Project Manager will notify you whether
the change was approved, deferred or rejected.
Custom SOW [***]
rev. 10/6/99
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confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 29 of 31
<PAGE>
Cisco Systems, Inc. Professional Services Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project ID Number:__________
M. ISSUE MANAGEMENT PROCESS
An issue is a question, concern or request that is raised by any originator and
pertains to the project. An issue may later be reclassified as a Change Request
or incident negotiated, deferred, or deleted. Issues should be maintained in the
a tracking database.
Issue For Resolution: An Issue for Resolution is the name given to items logged
in a tracking database as an issue and they have a type code of IFR. The IFR
process is utilized to record, track, escalate, and resolve issues.
Issue Management Process: The Issue Management Process encompasses the methods
employed to track issues to their resolution. Project team members need to be
committed to the process of issue management to ensure accurate project controls
and tracking.
The Issue Management Process provides a structured method to initiate, track,
escalate, and resolve issues. The Project Manager is responsible for managing
project issues. Left unresolved, issues may impede or prohibit project-related
progress or development by delaying or suspending work effort.
The Client, any member of the client's team or the Cisco project team can
initiate issues at any time during the life of the project by submitting an
issue by phone or electronic mail to [***]. Addressing and resolving an issue
may require a change to the project scope, price/rate, and implementation
schedule if the client deems necessary. NOTE: Change to the project scope may
have a direct impact on the budget and implementation schedule.
Similar to the Change Management Process, Issue Management may occur at any time
during the life of the project. Issues may evolve into Change Requests, they may
be deferred, canceled, worked through and eliminated (closed or completed), or
simply tabled. Issues may be discovered to be related to incidents already
known, or change request already in the process. Issues sometimes require senior
management action, or even organization reaction. Issue will be entered in the
tracking database in the same fashion as Change Requests. Issues are coded IFRs,
which stands for Issue For Resolution, and implies that action is required.
Identify Issue: Any originator can identify an issue. After identification, the
originator will forward the issue via electronic mail or hard copy to the
Project Manager. (An IFR template is being created--until a form is created
submit issues in a format of your choice via electronic mail.)
Escalation of an Issue: Define the process to identify how to escalate the issue
to the next authority level until resolved.
Assign Responsibility: The Project Manager assigns the appropriate resource the
responsibility for action on the issue. A Project Team Member forwards the IFR
to the Project Manager. The Project Manager originates the IFR in the tracking
database. The Project Manager will produce a weekly report of all open issues
upon request.
Review Customer Issues with Customer: The Project Manager will review any
applicable issues with the customer as necessary otherwise all outstanding
Issues (as well as Change Requests) will be listed in the weekly status
report.Obtain Customer Approval: If the issue was resolved, and it requires
customer approval, the Project Manager will forward the documentation for
appropriate written signature(s).
Approve Status: If the issue was not resolved, the issue returns to the
Originator for a decision to: accept the current status of the item, escalate,
defer, or cancel (marked canceled and archived).
Custom SOW [***]
rev. 10/6/99
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confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 30 of 31
<PAGE>
Cisco Systems, Inc. Professional Services Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project ID Number:__________
N. Communication Approach
The primary form of communication will be via electronic-mail. As well, team
communication is encouraged through team status meetings (via telephone
conference) conducted by the Project Manager throughout the lifecycle of this
project (every Wednesday from 10:30 a.m. -12:30 p.m.). Remote team members are
provided with bridge numbers to participate remotely in the weekly team
meetings. The Project Manager or delegate will record meeting minutes and action
items during the status meetings and will finalize and publish this information
and other required reports via electronic-mail.
The Project Manager will brief the Senior Manager on the status of the project
on a weekly basis through the submission of a Weekly Status Report. Unless
otherwise notified or instructed, this report will be submitted to the Senior
Manager by 2 p.m. via electronic mail on each Friday throughout the lifecycle of
the project. Project Red Flag items will be brought to the attention of the
Account Manager and Engagement Manager as soon as the Project Manager is aware
the urgent issue exists and will also be reflected in the Weekly Status Report.
Project Team members are to keep the Project Manager abreast of the status of
their assignments on a weekly basis. At an interval reporting time agreed upon
by the project team (Status Reports are due to the Project Manager every Friday
by 1 p.m. CST), team members will forward an informal status report to the
Project Manager. The Project Manager will use this information to assist in the
management and facilitation of allocation of resources, labor hours, issues,
change requests, requirements, project scope, etc. The status reports will be
consolidated and forwarded to the client by 2 p.m. CST every Friday by 2 p.m.
CST.
Information can be transferred among project team members via electronic-mail
and hard copy. All decisions made informally such as by telephone must be
documented and filed with the Project Manager. Finalization of project decisions
are contingent upon written approval of the Project Manager, senior manager, and
customer. Work cannot be performed until the appropriate documentation and
written approval is received and filed through the Project Manager or delegate.
All change and issue communication must be documented. Change Requests and
Issues will be coordinated through the Project Manager on the appropriate
form(s) to the Cisco Account Manager. The Project Manager is the primary point
of contact to interface with the Account Manager and Customer. All change
requests and issues will be tracked via the tracking database.
The Cisco Project Manager will provide the necessary tracking reports on a
weekly basis to the entire team and Customer to assist in the facilitation of
the project. All members of the project team, Project Manager, Engagement
Manager, Account Manager, Customer, and technical consultants have software
applications that are compatible for interfacing. These electronic mediums are
strongly encourage so that team members and the customer are able to share
information:
MS Word 97
MSExcel97
MSProject 98
MSAccess 97
electronic mail
Custom SOW [***] Page 31 of 31
rev. 10/6/99
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confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
<PAGE>
Exhibit 10.20.10
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
[***]
Statement of Work for [***]
This Statement of Work ("SOW") is made and entered into between Cisco Systems,
Inc., a California corporation, with offices at 170 West Tasman Drive, San Jose,
California 95134 ("Cisco") and Predictive Systems, Inc., a Deleware corporation,
with offices at 145 Hudson Street, New York, NY 10013 ("Subcontractor") as of
the date last written below ("Effective Date").
This SOW is governed by, incorporated into, and made part of the Professional
Services Subcontract (PSS) agreement executed on May 14, 1999 ("Agreement")
between Cisco and Subcontractor. This SOW shall cover the responsibilities that
Subcontractor shall deliver to [***]. (Customer) acting as a contractor for
Cisco.
The terms of this SOW are limited to the scope of this SOW and shall not be
applicable to any other SOWs that may be executed and attached to the Agreement.
IN WITNESS WHEREOF, the duly authorized representatives of the parties hereto
have caused this SOW to be duly executed.
CISCO SYSTEMS INC. PREDICTIVE SYSTEMS, INC.
By:______________________________ By:__________________________
Name:____________________________ Name:________________________
Title:___________________________ Title:_______________________
Date:____________________________ Date:________________________
1 PROJECT SCOPE
This Statement of Work defines the Services and associated Deliverables
("Services") that Subcontractor shall provide to Customer under the terms of
the Agreement.
1.1 Primary Customer Location Information
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Network Engineering Department: [***]
Address: [***]
Primary Contact: [***]
Primary Contact Phone Number: [***]
Primary Contact After Hours Phone Number: [***]
Primary Contact Pager Number: [***]
Secondary Contact: [***]
Secondary Contact Phone Number: [***]
Secondary Contact After Hours Phone Number: [***]
Secondary Contact Pager Number: [***]
1.2 Product Type, Installation Locations and Product Quantities
Subcontractor shall provide Services (as described in Section 4 hereof)
for the indicated Cisco Products at the following Customer [***]:
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Product
Type [***] [***] [***] [***] [***] [***]
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<S> <C> <C> <C> <C> <C> <C>
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[***] [***] [***] [***] [***] [***] [***]
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PSS - Statement of Work ([***]) Rev. 10/5/99 BSS
[***]
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confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
1
<PAGE>
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
<TABLE>
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Product
Type [***] [***] [***] [***] [***] [***]
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</TABLE>
For each of these same Customer locations, Subcontractor shall provide
Services for the following non-Cisco equipment:
[***]
[***]
If necessary, Customer shall provide services for the following additional
non-Cisco power equipment:
[***]
2 SERVICES AND DELIVERABLES
Subcontractor will invoice the following Services and Deliverables in
accordance with the payment schedule set forth in Section 10 herein. The
following Services and Deliverables shall be delivered to Customer:
PSS - Statement of Work ([***]) Rev. 10/5/99 BSS
[***]
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confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
2
<PAGE>
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
2.1 Services
[***]
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2.2 Deliverables
2.2.1 [***]
2.2.2 [***]
2.2.3 [***]
3 SCHEDULE
The Services and Deliverables will be provided to Customer in accordance with
the following milestone schedule:
[***]
PSS - Statement of Work ([***]) Rev. 10/5/99 BSS
[***]
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confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
3
<PAGE>
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
4 RESPONSIBILITIES OF THE PARTIES
Project Management
4.1 Subcontractor shall be responsible for the following
4.1.1 Develop a Network Installation Project Plan.
4.1.2 Provide a Project Manager who will participate in regularly
scheduled meetings and manage the Subcontractor-related efforts.
4.1.3 Schedule and manage all site surveys.
4.1.4 Schedule and manage all installation activities within the scope of
the project.
4.2 Customer shall be responsible for the following
4.2.1 Designate a single point of contact to whom all Cisco communications
may be addressed and who has the authority to act on all aspects of
the services. Such person shall be identified below. Such contact
shall be available during normal hours of business (Monday through
Friday 8:00am to 5:00pm local time, excluding Cisco observed
holidays).
4.2.2 Unless otherwise agreed by the parties, ensure that Cisco's request
for information or documentation needed for the Project is met
within two (2) business days of Cisco's request.
4.2.3 Provide confirmation of the scheduled activity to the Cisco
Project Manager within ten (10) business days of a scheduled
rollout.
4.2.4 Notify Cisco Project Manager of any schedule changes within ten (10)
business days of any scheduled activity. Scheduling changes and/or
cancellations made after this ten (10) day window shall be subject
to Cisco's then current cancellation penalty charge.
4.2.5 Notify the Cisco Project Manager of any hardware and/or software
upgrade activity at least sixty (60) days prior to the scheduled
activity. Scheduling changes and/or cancellations made within ten
(10) days of the original activity date shall be subject to Cisco's
re-scheduling charge of five percent (5%).
4.2.6 Any additional warehousing costs associated with delays due to the
Customer.
4.2.7 Insure Customer's own products covered under this agreement against
loss or damage during the staging process.
4.3 Cisco shall be responsible for the following
4.3.1 Provide a single point of contact for all support issues within the
scope of the project. Such person shall be identified in Section 11
below.
Project Engineering
4.4 Subcontractor shall be responsible for the following
4.4.1 Provide a Project Engineer to support technical issues within the
scope of the project.
4.4.2 Provide a Network Design Review and Recommendations.
4.4.3 Provide remote technical support for additional configuration
services beyond the scope of this SOW. 4.4.4 Be present in
Customer's NOC during project acceptance testing.
4.4.5 Provide Installation Documentation for sites listed in Section 1.2.
4.4.5.1 Network Block Diagram shall include all hardware components
designating each network element.
PSS - Statement of Work ([***]) Rev. 10/5/99 BSS
[***]
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*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
4
<PAGE>
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
4.4.5.2 Network Cabling Diagram shall illustrate all
interconnectivity between hardware components at each
location and shall include the cable lengths and
designators.
4.4.5.3 Physical MDF/IDF layout shall include a physical placement
of equipment racks and patch panels within the room(s) as
illustrated in the "Network Block Diagram"
4.4.5.4 Rack diagram(s) shall include all components installed in
each rack as illustrated in the "Network Block Diagram"
designators for each connection that refers to the cabling
diagram.
4.4.5.5 Power requirements shall be documented in a grid that will
include, current, wire size, grounding, load rating, AC/DC,
receptacles and dedicated or shared breaker(s).
4.4.5.6 Cable specifications shall include all readily available
cable specification which may include, pin outs, connector
part number, length and cable part number of each equipment
manufacturers and will be duplicated and assembled in one
consolidated document.
4.4.5.7 Installation documentation, product documentation should be
supplied by each manufacturer. Specific as-built
documentation will be supplied for all products installed
specifically for this project. "As-built" is described as
follows: configuration of each hardware device and all
software entries made during the loading of all components.
4.4.5.8 Enable appropriate software licenses, if necessary.
4.4.6 Validate the application performance before the equipment is placed
into service.
4.4.7 Subcontractor shall use the customer's IP address class and provide
the data for the IP addressing scheme, which will include IP
network addressing/host addressing datasheet for the equipment
being installed.
4.5 Customer shall be responsible for the following
4.5.1 Provide reasonable access to Customer sites and facilities,
including where applicable, computer equipment, telecom equipment,
facilities, workspace and telephone for Cisco's use during the
project.
4.5.2 Provide adequate secured storage areas on the Customer's site for
Cisco equipment for the duration of the project.
4.5.3 When requested by Cisco, provide network physical and logical
schematics to Cisco.
4.5.4 Document and implement Customer Provided Equipment (CPE)
configuration as needed to implement the Cisco equipment.
4.5.5 Provide IP addresses and subnet masks for the new products' network
ports.
<PAGE>
4.5.6 Provide access to gateway routers and/or modems for out of band
access.
4.5.7 Install and verify the operation of all external communications
equipment not provided by Cisco.
4.5.8 Provide a phone line and a modem and/or Internet access to a Cisco
server for software and firmware downloads.
4.5.9 Execute and deliver the [***] within fifteen (15) days of
notification by Cisco that a job is complete.
4.5.10 When requested by Cisco, provide Cisco a complete and documented
network architecture prior to service commencement.
4.5.11 When requested by Cisco, provide the Customer's building layout,
including the floor plan, cabling and power location for all
applicable sites.
Installation
4.6 Subcontractor shall be responsible for the following
4.6.1 [***]
4.6.2 [***]
PSS - Statement of Work ([***]) Rev. 10/5/99 BSS
[***]
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*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
5
<PAGE>
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
4.6.3 [***].
4.6.4 [***].
4.6.5 [***].
4.6.6 [***]
4.6.6.1 [***].
4.6.6.2 [***].
4.6.6.3 [***].
4.6.7 [***].
4.6.8 [***].
4.6.9 [***].
4.7 Customer shall be responsible for the following
4.7.1 Prepare the installation site.
4.7.1.1 Ensure that proper environmental conditions are met.
4.7.1.2 Ensure that equipment racks are pre-installed at the site.
4.7.1.3 Ensure that adequate power is available at the equipment
racks.
4.7.2 Ensure that [***] clearly identified.
4.7.3 Ensure that any new telco circuits are installed and properly
tested prior to network installation.
4.7.4 Verify that all necessary cabling is delivered and available prior
to installation.
4.7.5 Identify a local site coordinator who is responsible for the
project for each location.
4.7.5.1 Customer site coordinator or another customer technical
installation representative shall be on-site at the
installation location during the installation process.
4.7.6 Handle delivery of equipment not provided by Cisco.
4.7.6.1 Send only the required gear to each location.
4.7.7 Specify network topology and clearly identify connectivity
requirements.
4.7.8 Provide existing network synchronization and data timing
configuration.
4.7.9 Provide voice telephone line and number (near the Cisco product)
for the installer to contact Cisco headquarters personnel.
4.7.10 Provide and verify interface specifications and requirements.
4.7.11 Verify all distance and interference limitations of interface
cables to be used at installation.
4.7.12 Provide access to proper grounding system.
4.7.13 Provide modem line and number (near the Cisco product) for the
installer to use if needed.
4.7.14 Provide earthquake bracing if required.
4.7.15 Provide proper security clearances and/or escorts as required to
access the site for equipment installation and maintenance.
4.7.16 Provide any special safety equipment required for the site.
4.7.17 Provide staging services in Denver for all equipment requiring such
preparation.
4.7.17.1 Equipment assembly, if required.
4.7.17.2 Initially configure equipment, where possible.
PSS - Statement of Work ([***]) Rev. 10/5/99 BSS
WAN - [***]
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confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
6
<PAGE>
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
4.7.17.3 Conduct burn-in and initial testing of equipment.
4.7.17.4 Upgrade all [***], and processor software.
4.7.17.5 Enter configurations into the tag (label) switching
controllers.
4.7.17.6 Assemble all parts and equipment for each site to
facilitate shipping.
4.7.18 Provide a detailed equipment installation list for each site.
4.7.19 Wire all cross-connect and patch panels.
4.7.20 Provide timely support for initial verification of configurations
and remote access by testing connectivity to Customer NOC before
installation team leaves each site.
5 PURCHASE ORDER ISSUANCE
Customer shall place orders for the Services defined herein by issuing a
written Purchase Order signed by an authorized representative, indicating the
following:
5.1 Services required; by reference to project SOW and task/sites
5.2 Quantity
5.3 Price
5.4 Requested service date
5.5 Bill-to address
5.6 Service-to addresses
5.7 Primary site contacts
5.8 Tax exemption certificates, if applicable
All Purchase Orders issued for the Services identified in this SOW shall
reference the SOW and the Agreement. The terms and conditions of the SOW and
the Agreement prevail regardless of any conflicting terms on the Purchase
Order, other correspondence and any and all verbal communications. All
Purchase Orders must be approved and accepted by Cisco at San Jose, CA. In the
event of a conflict between the terms and conditions of this SOW and those in
the Agreement, the terms and conditions of the Agreement shall prevail.
6 ASSUMPTIONS
This Statement of Work and the rates/ price were prepared based on the
following key assumptions ("Assumptions"). Any deviations from these
Assumptions that arise during the Project shall be managed through the Change
Management Procedure as specified below. Parties agree that any changes in the
Assumptions may result in an adjustment in the rates/ price.
6.1 All site preparation work and other Customer responsibility tasks will be
completed prior to the start date specified in Customer's Purchase Order.
Delays caused by the lack of completed site preparation, or failure to
meet any responsibilities as specified above on the part of Customer, will
be billed at Cisco's then-current time and materials rates. Any additional
costs incurred by Customer as a result of delays shall be the sole
responsibility of the Customer.
6.2 This Agreement does not include hardware, software or maintenance
("Product"), which must be purchased separately.
6.3 Customer's network architecture design shall not change between the date
of Customer's execution of this SOW and the completion of all Services
contemplated hereunder.
6.4 Cisco requires a lead-time of three (3) days from acceptance of a Purchase
Order from Customer to begin work.
6.5 Cisco will require a schedule extension of thirty (30) days for any
personnel change requests made by Customer.
6.6 Union labor is not required.
PSS - Statement of Work ([***]) Rev. 10/5/99 BSS
WAN - [***]
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*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
7
<PAGE>
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
6.6.1 [***].
6.7 Services not covered under this SOW:
6.7.1 Maintenance on Products.
6.7.2 Unless otherwise specified in Section 4 above, any customization of,
or labor to install, software.
6.7.3 Support or replacement of Product that is altered, modified,
mishandled, destroyed or damaged by natural causes or damaged due to
a negligent or willful act or omission by Customer or use by
Customer other than as specified in the applicable Cisco-supplied
documentation.
6.7.4 Services to resolve software or hardware problems resulting from
third party products or causes beyond Cisco's control.
6.7.5 Services for non-Cisco software installed on any Cisco Product.
6.7.6 Any hardware upgrade required to run new or updated software.
7 CHANGE MANAGEMENT PROCEDURES
It may become necessary to amend this SOW for reasons including, but not
limited to, the following:
7.1 Customer changes to the scope of work and/or specifications for the
Services or Deliverables;
7.2 Customer changes to the IP
7.3 Non-availability of resources which are beyond either party's control; or
7.4 Environmental or architectural impediments not previously identified.
In the event it is necessary to change the Services and/or Deliverables
contemplated by this SOW, the following procedure will be followed:
Either Cisco, Subcontractor or Customer will prepare a document describing the
nature of the change, the reason for the change, and the effect of the change
on the scope of work, which may include changes to the project schedule,
Services and/or Deliverables. The parties will negotiate any price increase or
decrease as a result of the change.
8 DURATION OF WORK/SCHEDULE
A requested Service commencement date is to be included in Customer's Purchase
Order subject to confirmation by Subcontractor and Cisco.
9 COMPLETION
Customer shall insure that the proper personnel are scheduled to review each
completed Service or Deliverable upon notification of completion by
Subcontractor. Customer shall indicate its acceptance of the Service or
Deliverable by signing the WAN Unit Completion Certificate within fifteen (15)
days from presentation of the completed Service or Deliverable. Services and
Deliverables will be deemed accepted if Customer fails to respond within this
fifteen (15) day period. If a Service or Deliverable is not complete for any
reason, Customer shall provide written notification to Subcontractor and
document that fact on the WAN Unit Completion Certificate. Subcontractor shall
have ten (10) days after the receipt of such notice to correct the error given
it is within Subcontractor's scope to do so. Such time period to correct the
error may be extended by mutual consent.
PSS - Statement of Work ([***]) Rev. 10/5/99 BSS
WAN - [***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
8
<PAGE>
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
10 PAYMENT
Payment shall be due a net thirty (30) days from date of invoice. Payment of
Subcontractor invoices is subject to and controlled by the Agreement. The
Services and Deliverables shall be invoiced and payable in accordance with the
terms and provisions set forth above and in accordance with the following
payments schedule:
[***]
11 PRIMARY CONTACTS
Unless otherwise specified, the primary Customer, Cisco and Subcontractor
contacts for this project shall be:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Customer Contact: [***] Cisco Contact: [***]
Telephone Number: [***] Telephone Number: [***]
Facsimile Number: [***] Facsimile Number: [***]
E-mail address: [***] E-mail address: [***]
Subcontractor Contact: [***]
Telephone Number: [***]
Mobile Number: [***]
E-mail address: [***]
</TABLE>
PSS - Statement of Work ([***]) Rev. 10/5/99 BSS
WAN - [***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
9
<PAGE>
Cisco Systems, Inc. Master Agreement Number:__________
CONFIDENTIAL Statement of Work Number:__________
Project Number:__________
CISCO SYSTEMS
[GRAPHIC OMITTED]
Appendix A WAN Unit Completion Certificate
This WAN Node Notice of Completion ("Notice") must be completed by the Customer
and submitted to Cisco within fifteen (15) days upon Cisco's notification to
Customer that work is complete. Work is deemed complete and accepted by the
Customer if Cisco does not receive this Notice within such time.
Location of Cisco Products:
<TABLE>
<CAPTION>
Types of Cisco Products: [***]
Initial
<S> <C> <C>
1. All devices are mounted at the customer-designated location. ----
2. Power is connected according to specifications. ----
3. Dedicated ground connections are provided for equipment, as required ----
4. All equipment is operational and free of alarms. ----
5. Equipment inventory has been noted and confirmed. ----
6. All equipment installed is of new condition and not damaged. ----
7. The specified software and firmware has been downloaded. ----
8. All equipment passes power up self-tests. ----
9. All cables are dressed and labeled. ----
10. The site is clean of packing material debris. ----
Acceptance Acknowledged:
[***]
("Customer")
By: ____________________________________
Name: __________________________________
Title: _________________________________
Date: __________________________________
</TABLE>
PSS - Statement of Work ([***]) Rev. 10/5/99 BSS
WAN - [***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
10
<PAGE>
Exhibit 10.25
Agreement Number
MASTER PROFESSIONAL SERVICES AGREEMENT
This Master Professional Services Agreement ("Agreement") is effective
this 14th day of May, 1999 and is entered into by and between BellSouth MNS, A
Delaware corporation with a principal place of business at 2400 Century Parkway
("MNS"), Atlanta, GA 30345 and Predictive Systems with offices located at 20
Mansell Court Suite 200 Roswell, GA 30076 ("Client").
1. Scope of Agreement
This Agreement is intended to be a master agreement under which MNS can place
orders for professional services to be performed by PREDICTIVE SYSTEMS at either
MNS locations or at locations of customers of MNS ("Customers"), in the United
States. MNS and PREDICTIVE SYSTEMS may execute project orders for professional
services under a Statement of Work, a form of which is attached as Exhibit A
("SOW"). PREDICTIVE SYSTEMS will perform the professional services and deliver
the materials as described in the SOW (collectively "Services"). To the extent
of any inconsistency between this Agreement and the SOW, the SOW shall govern.
2. Term
This Agreement shall commence on the effective date specified above and shall
remain in effect for two (2) years thereafter unless terminated earlier pursuant
to this Agreement. Provided however, if there is a SOW for which the parties
have obligations that extend beyond such termination date, the terms of this
Agreement shall continue to apply to the SOW until all obligations have been
satisfied.
3. Independent Contractor
PREDICTIVE SYSTEMS is an independent contractor and nothing in this Agreement or
related to PREDICTIVE SYSTEMS' performance of any SOW shall be construed to
create an employee relationship between MNS and PREDICTIVE SYSTEMS or any
PREDICTIVE SYSTEMS consultant. PREDICTIVE SYSTEMS shall be solely responsible
for (a) payment of applicable taxes, deductions or other payments and benefits
due to or connection with its employees, including, without limitation, federal
and state withholding, social security and unemployment taxes, and any workers'
compensation, pensions and annuities, and (b) all applicable federal and state
employment laws, rules and regulations with respect to such employees; and
PREDICTIVE SYSTEMS shall indemnify MNS and its Customers and hold them harmless
from the same, and any penalties, fines, interest, costs or other obligations
with respect thereto. MNS may, upon written notice, request that PREDICTIVE
SYSTEMS remove or reassign certain personnel based on the individual's skills,
background, performance or failure to perform as determined by MNS.
4. Pricing and Payment Terms
a. Service. MNS shall pay PREDICTIVE SYSTEMS for the Services in accordance with
the rates established in the attached Exhibit "B" or any SOW. In the event of
inconsistency between the rates shown in the SOW and Exhibit "B", the rates
agreed upon in the mutually executed SOW shall govern. Services will be invoiced
on a monthly basis.
b. Expenses. MNS will reimburse PREDICTIVE SYSTEMS for pre-approved, reasonable
and actual expenses in accordance with the PREDICTIVE SYSTEMS Travel and Expense
policy, a copy of which shall be provided to MNS. Expense invoices will include
a summary of expenses by major category. Expenses will be invoiced on a monthly
basis.
c. Payment Terms. Invoices are due within 30 days after receipt. MNS agrees to
pay a late charge of one and one half percent (1 1/2%) per month or the maximum
lawful rate, whichever is less, for all amounts not paid within thirty (30) days
of receipt of invoice.
d. Taxes. MNS shall be responsible for all applicable taxes except for taxes
imposed on the net income of PREDICTIVE SYSTEMS or taxes related to PREDICTIVE
SYSTEMS consultants as stated in Section 3 "Independent Contractor".
<PAGE>
5. Warranty
PREDICTIVE SYSTEMS warrants that the Services will be performed in a
professional and workmanlike manner and that they will be in conformance with
the requirements of the SOW. The Services will be deemed to be accepted unless
MNS notifies PREDICTIVE SYSTEMS in writing within sixty (60) days after
performance that the Services did not conform to this warranty. PREDICTIVE
SYSTEMS will promptly correct any non-conformities and will notify MNS in
writing that the non-conformities have been corrected; and the Services will be
deemed to be accepted after thirty (30) days unless MNS notifies PREDICTIVE
SYSTEMS that the non-conformities have not been corrected.
6. Insurance
Throughout the term of this Agreement, PREDICTIVE SYSTEMS will maintain the
following minimum amounts of insurance: (i) workers' compensation, statutory
minimums, (ii) commercial general liability with a minimum of $1,000,000 per
occurrence and $2,000,000 general aggregate; and (iii) automobile liability for
all owned, hired, and non-owned automobiles with $1,000,000 combined single
limit. A certificate of insurance evidencing the above will be presented to MNS
upon request. Each policy shall provide that it will not be canceled or reduced
except upon not less than 30 days notice to MNS.
7. Termination
Either party may immediately terminate this Agreement or any SOW if: (i) the
other party fails to perform its material obligations under this Agreement and
such failure is not corrected within thirty (30) days after receipt of written
notice of the breach from the non-breaching party, or (ii) either party is
appointed a trustee for the benefit of creditors, becomes insolvent, bankrupt or
initiates a voluntary dissolution. In addition either party may terminate any
SOW or any services for a customer upon not less than thirty (30) days advance
written notice.
- --------------------------------------------------------------------------------
CONFIDENTIAL Form 0297-001
sjn\forms\mpsa0297 Page 1 of 3
<PAGE>
8. Intellectual Property Indemnity
PREDICTIVE SYSTEMS agrees to defend and to indemnify and hold harmless MNS and
its Customers for all costs and expenses associated with the defense or
settlement of any claim that the Service(s) (including, without limitation, any
materials delivered by PREDICTIVE SYSTEMS in connection with the Services)
infringe a patent, copyright, trademark, trade secret or other intellectual
property right and shall pay any judgments or settlements based thereon.,
it being understood that this Section 8 shall not apply to any software or
other work product not furnished by PREDICTIVE SYSTEMS, including without
limitation any commercial software products utilized by TAC (irrespective of
whether Subcontractor performs services relating thereto). Provided, MNS shall
obtain PREDICTIVE SYSTEMS' prior written approval before incurring any expenses
in connection with any such claim and shall give PREDICTIVE SYSTEMS prompt
written notice of the claim, sole control of the proceedings or settlement,
provided that PREDICTIVE SYSTEMS shall keep MNS apprised of the progress of the
claim and will not compromise or settle a claim in a manner which imposes an
obligation or financial liability on MNS or prejudice its legal rights without
MNS's prior written consent and all PREDICTIVE SYSTEMS expense reasonable
cooperation in the defense or settlement negotiations. THIS PARAGRAPH STATES THE
SOLE REMEDY AND LIABILITY OF THE PARTIES FOR ANY CLAIM RELATING TO INTELLECTUAL
PROPERTY RIGHTS INFRINGEMENT OF THE SERVICES.
9. Personnel Indemnity
Each party shall be solely responsible for and shall indemnify and hold the
other party harmless from loss or bodily injury to persons or property (real or
tangible) to the extent the loss or injury is caused by the negligent acts or
omissions or intentional wrongdoing of its employees, subcontractors or agents
(except to the extent caused by the negligent acts, omissions, or intentional
wrongdoing of the other party and its employees, subcontractors or agents) and
arises out of performance of this Agreement; provided the indemnified party
gives the other party prompt written notice of the claim, sole control of the
proceedings or settlement, provided that Indemnifying party shall keep the
indemnified party apprised of the process of the claim and will not compromise
or settle a claim in a manner which imposes an obligation or financial liability
on the indemnified party or prejudice its legal rights without the indemnified
party's prior written consent, and at the cost of the indemnifying party,
reasonable cooperation in the defense or settlement negotiations.
10. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL
OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER ARISING OUT OF OR
RELATED TO THIS AGREEMENT, HOWEVER CAUSED OR ON ANY THEORY OF LIABILITY; EXCEPT
FOR THE INDEMNIGICATION OBLIGATIONS CONTAINED IN THIS AGREEMENT (INCLUDING,
WITHOUT LIMITATION, THE OBLIGATIONS IN SECTIONS 3.8 AND 9 ABOVE), AND EXCEPT FOR
THE OBLIGATIONS UNDER SECTIONS 11 AND 13 BELOW NEITHER PARTY'S LIABILITY EXCEED
TWO TIMES THE VALUE OF THE SERVICES GIVING RISE TO SUCH LIABILITY. THESE
LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY
LIMITED REMEDY.
11. Confidential Information
Each party agrees that it shall (i) maintain any proprietary information or
trade secrets ("Confidential Information") received from the other party in
confidence, (ii) exercise at least the same degree of care to safeguard the
Confidential Information of the other party that it uses to safeguard its own
Confidential Information (but no less than reasonable care), (iii) not disclose
the Confidential Information of the other party to any third party, and (iv) use
the Confidential Information of the other party only to exercise its rights and
fulfill its obligations under this Agreement. For purposes of this section the
Confidential Information of MNS shall be deemed to include Confidential
Information of the Customers. All Confidential Information shall be so marked as
confidential or proprietary. Provided that neither party shall have any
obligation with respect to information that (i) is public or becomes known to
the public through no breach of the receiving party, (ii) is independently
developed by the receiving party, (iii) is known to the receiving party prior to
its receipt from the other party, (iv) is rightfully received from a third party
(excluding Customers), or (v) is required to be disclosed by law. (providing
that the disclosing party first gives the other party prior notice of the
required disclosure in order to permit such party (including, without
limitation, Customers) an opportunity to protect its interest).
<PAGE>
12. Proprietary Rights
[***]
13. Non-Solicitation
(a). PREDICTIVE SYSTEMS agrees that it will not directly or indirectly,
solicit or recruit the services of any employee of MNS performing services
hereunder, or any employee of its Customers, while such employee is employed by
MNS or its Customers, respectively, and for a period of six months after such
employee has left such employment. MNS agrees that it will not, directly or
indirectly, solicit or recruit the services of any employee of PREDICTIVE
SYSTEMS performing services hereunder, while such employee is employed by
PREDICTIVE SYSTEMS and for a period of six months after such employee has left
the employment of PREDICTIVE SYSTEMS. Provided that a general advertisement or a
request for employment which is initiated exclusively by an employee or
contractor of the other shall not be considered a solicitation pursuant to this
section.
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
- --------------------------------------------------------------------------------
CONFIDENTIAL Form 0297-001
sjn\forms\mpsa0297 Page 2 of 3
<PAGE>
Agreement Number ________________
14. General
a. Entire Agreement. This Agreement and any SOW which is signed by an authorized
representative of both parties constitutes the entire agreement between the
parties and may not be amended except in a writing signed by both parties with
reference to this Agreement. The terms on MNS standard forms including any
purchase order shall not apply to this Agreement.
b. Governing Law. This Agreement shall be governed by the laws of the state of
California, without regard to any conflict of laws provisions.
c. Assignment. Neither this Agreement nor any of the obligations hereunder may
be assigned without the prior written consent of the other. Provided that no
consent shall be required for assignment in conjunction with the sale or merger
of all, or substantially all, of the assets of the party.
d. Notice. Any notice provided hereunder shall be in writing via hand delivery
or mail delivery with confirmation of receipt to the addresses as set forth
above, which may be changed by either party upon written notice.
e. Severability. If any provision of this Agreement is held invalid or
unenforceable, this Agreement shall be modified to the extent required to make
the provision valid and enforceable.
PREDICTIVE SYSTEMS BELLSOUTH MNS, INC.
____________________________________ ____________________________________
Signature Signature
____________________________________ ____________________________________
Print Name Print Name
____________________________________ ____________________________________
Title Title
____________________________________ ____________________________________
Date Date
- --------------------------------------------------------------------------------
CONFIDENTIAL Form 0297-001
sjn\forms\mpsa0297 Page 3 of 3
<PAGE>
Exhibit 10.25.1
FIRST ADDENDUM TO
MASTER PROFESSIONAL SERVICES AGREEMENT NO. MNS00352199
THIS ADDENDUM ("Addendum"), with an effective date July 26, 1999, is
entered into by and between BellSouth MNS, Inc. ("BellSouth") and Predictive
Systems, Inc. ("Predictive). The Addendum modifies Master Professional Services
Agreement No. MNS00352199, with an effective date of May 14, 1999 ("MPSA").
WHEREAS, the parties have entered into a MPSA which enables Predictive
to perform professional services for BellSouth; and
WHEREAS, the parties have determined that certain rules of engagement
and restriction of actions should be added to the MPSA;
NOW, THEREFORE IN CONSIDERATION of the foregoing, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, BellSouth and Predictive agree to amend the MPSA by adding the
following terms to the MPSA:
15. RIGHT OF FIRST REFUSAL
a. During the Term of this Addendum, Predictive shall have a right of
first refusal to perform the services itemized in Schedule 15.1,
which BellSouth obtains the opportunity to perform. Prior to
submitting a written proposal for such services to a potential
Customer, BellSouth shall submit to Predictive an offer ("Offer")
describing the proposed Project in reasonable detail, including the
services to be performed by Predictive. Predictive shall have two
(2) business days after receipt of the Offer (the "Offer Period")
to inform BellSouth whether Predictive wishes to perform and is
capable of performing the services. During the Offer Period,
BellSouth shall respond promptly and in good faith to requests by
Predictive for additional information with respect to the proposed
Project. If Predictive accepts the Offer within the Offer Period,
Predictive shall have the right to perform such services as an
independent contractor to BellSouth. If Predictive rejects such
offer or fails to accept the same within the Offer Period,
BellSouth shall have the right to engage another independent
contractor to perform such Project under the same terms offered to
Predictive or to perform the same itself.
b. Attached hereto as Schedule 15.2 is a list of existing and
potential Predictive customers located within the existing
BellSouth customer territory. Such customers (and services provided
by Predictive thereto) shall not be subject to this Addendum.
Schedule 15.2 shall be updated periodically to reflect changes to
this customer list, as
CONFIDENTIAL
Page 1 of 4
<PAGE>
obtained by Predictive through its own sales efforts and not in
violation of this Addendum, subject to the agreement of BellSouth
which shall not be unreasonably withheld.
c. Except as set forth herein and in the MPSA, there shall be no
limitations on the parties' respective activities, including,
without limitation, their ability to offer independently and for
their own accounts services marketed jointly by them pursuant to
this Addendum.
d. Upon termination of the MPSA this Addendum shall be considered null
and void. Furthermore, either party may terminate this Addendum at
any time by providing the other party with thirty (30) days written
notice of its intent to terminate the Addendum. At this time all
materials, written and electronic, developed solely by Predictive
Systems relating to services outlined in Schedule 15.1 must be
returned to Predictive and BellSouth must refrain from marketing or
selling Predictive's independently developed methodology. Such
materials and methodology shall constitute "Information" for
purposes of the Nondisclosure Agreement ("NDA") dated as of March
24, 1999, between Predictive and BellSouth. Such materials and
methodology shall not be included in documents and other materials
considered to be the property of BellSouth under section 12
(Proprietary Rights) of the MPSA.
e. Unless otherwise agreed to in writing by both parties, Predictive
agrees that any opportunity being jointly pursued by Predictive and
BellSouth under this Addendum, i.e. any opportunity which is
subject to a written proposal, will not be pursued by Predictive
independently. It is further agreed that except for customers
released as set forth herein, during the term of this Addendum, and
for six (6) months after the termination of this Addendum,
Predictive will not pursue any customer introduced to them by
BellSouth in either a pre-sales effort that resulted in proposed
work from Predictive or actual services delivered. The parties
agree to jointly develop and maintain a list of customers that
Predictive is prohibited from independently pursuing. Such list is
attached hereto as Schedule 15.3, and shall be updated from time to
time. At least once per quarter, Predictive and BellSouth will
review the customer account(s) on Schedule 15.3 to determine
whether the appropriate activity levels for the sales of Predictive
services are being met. The criteria for this evaluation should
include but not be limited to the number of proposed projects and
the revenue associated with those proposed projects. In the event
BellSouth and Predictive both agree that the requisite activity
levels are not being met for the reviewed customer account(s), and
CONFIDENTIAL
Page 2 of 4
<PAGE>
neither party can conceive a solution to increase activity levels,
BellSouth will release Predictive to pursue business independently
for the purpose of such account(s). Said agreement and release
shall not be unreasonably withheld.
f. For purposes of sections (b) and (e) of this Addendum, the term
"customer" shall be deemed to refer to the operating or business
unit as to which the relevant customer decision-maker exercises
purchasing authority. As a result of the forgoing definition, the
parties acknowledge and agree that a single entity may contain
several "customers" for purposes of section (b) and (e) of this
Addendum.
Except as expressly modified by this Addendum, the MPSA shall remain
in full force and effect.
IN WITNESS WHEREOF, this Addendum has been executed BellSouth and
Predictive by their duly authorized representatives.
BELLSOUTH MNS, INC. PREDICTIVE SYSTEMS, INC.
By:_________________________ By:______________________________
Name:_______________________ Name:____________________________
Title:______________________ Title:___________________________
Date:_______________________ Date:_______________________
CONFIDENTIAL
Page 3 of 4
<PAGE>
Schedule 15.1
[***] Professional Services
- --------------------------------------------------------------------------------
1. [***] Project Based
- --------------------------------------------------------------------------------
2. [***] Project Based
-------------------------------------------------------------------------------
3. [***] Project Based
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
[***] Professional Services
- --------------------------------------------------------------------------------
1. [***] Project Based
- --------------------------------------------------------------------------------
2. [***] Project Based
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
CONFIDENTIAL
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
<PAGE>
Schedule 15.2
[***] by Predictive Systems Inc. as defined by a submission of a written
proposal or an otherwise [***].
[***]
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
CONFIDENTIAL
Initials: BellSouth______ Predictive_______
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 1 of 1
<PAGE>
Schedule 15.3
[***] by Predictive and BellSouth, as defined by submission of a written
proposal or an otherwise [***].
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
[***]
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
</TABLE>
CONFIDENTIAL
Initials: BellSouth______ Predictive_______
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 1 of 1
<PAGE>
Amendment No.1
Effective Date: January 1, 2000
Page 1 of 2
Amendment No. 1 To
Agreement No. MNS 00352199
between
BELLSOUTH MNS, INC.
and
PREDICTIVE SYSTEMS INC.
BELLSOUTH MNS, INC., a(n) Georgia corporation ("Customer"), and PREDICTIVE
SYSTEMS INC., a(n) Delaware corporation ("Vendor"), enter into this Amendment
No. 1 ("Amendment") effective January 1, 2000.
The parties hereby agree that all the terms and conditions attached hereto are
fully incorporated herein by this reference.
IN WITNESS WHEREOF, the parties have, manually or by electronic signature,
executed this Amendment by their duly authorized representatives in one or more
counterparts, each of which shall constitute an original, on the effective date
specified above.
<TABLE>
<CAPTION>
Predictive Systems Inc. BellSouth MNS Inc.
<S> <C>
By: By:
-------------------------------------- -----------------------------------------
(Authorized Signature) (Authorized Signature)
Name: [***] Name: [***]
-------------------------------------- -----------------------------------------
(Print or Type) (Print or Type)
Title: Title: [***]
[***]
-------------------------------------- -----------------------------------------
</TABLE>
PRIVATE/PROPRIETARY/LOCK
CONTAINS PRIVATE AND/OR PROPRIETARY INFORMATION
MAY NOT BE USED OR DISCLOSED OUTSIDE THE BELLSOUTH COMPANIES
EXCEPT PURSUANT TO A WRITTEN AGREEMENT.
MUST BE STORED IN LOCKED FILES WHEN NOT IN USE.
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
<PAGE>
Amendment No.1
Effective Date: January 1, 2000
Page 2 of 2
The following is Amendment No. 1 to Agreement No. MNS 00352199 effective January
1, 2000, ("Agreement") between BellSouth MNS, Inc. ("Customer") and Predictive
Systems Inc. ("Vendor"). The Agreement is hereby amended as follows:
1. Section 4, "Pricing and payment Terms", is hereby amended in its
entirety:
4.a. MNS shall pay Predictive Systems for the Services in accordance
with the rates established in the attached Exhibit "C'. Exhibit C rate
schedule is active from January 1, 2000 through the end of the existing
Master Services Agreement between BellSouth MNS and Predictive Systems.
This agreement is currently in effect through May 14, 2001. [***]. In
the event of any inconsistency between the rates shown in the SOW
(Exhibit "A") and Exhibit "C", the rates agreed upon in the mutually
executed SOW shall govern. Effective January 1, 2000, the 'volume' of
Predictive Systems business will be [***] A quarterly review will occur
to reconcile any invoices and/or payments that may have used the
incorrect rate category. See attached Exhibit "C".
2. Section 15, "Business Guidelines", is hereby added to the Agreement and
shall state as follows:
15. Business Guidelines. Predictive Systems hereby agrees that for all
new business conducted from January 1, 2000 onward with any internal
operating unit of BellSouth Corp. (BellSouth Affiliate) (a "Internal
Project"), Predictive shall conduct such business transaction under the
scope of this contract. Exceptions to this are the current, Predictive
Systems direct ongoing business with the BellSouth Science & Technology
and BellSouth Information Systems units and any BellSouth Project that
MNS. Chooses not to participate in. Predictive Systems shall give MNS
written notice of each Internal Project that Predictive System is
requested to perform. MNS shall have five (5) business days from the
receipt of such notice to inform Predictive Systems in writing that MNS
wants to participate in such Project. If no response is received by
Predictive Systems from MNS within 5 days than MNS will be deemed to
have declined to participate in the Project and Predictive Systems will
not be bound by the restrictions contained in this Paragraph in regards
to such Project.
3. Section 14, "Governing Law", is hereby amended in its entirety:
14.b. This Agreement shall be governed by and constructed in accordance
with the laws of the state of Georgia, without giving effect to the
conflicts of law principles thereof.
4. In all other respects, Agreement No. MNS 00352199 shall remain
unchanged and in full force and effect.
5. This Amendment shall be effective on January 1, 2000.
The parties hereto acknowledge that they have read this Amendment,
understand it, and agree to be bound by its terms and conditions. They
further agree that Agreement No. MNS 00352199 together with the First
Addendum dated July 23, 1999 and this Amendment No.1, constitute the
entire agreement between the parties hereto with respect to the subject
matter hereof.
PRIVATE/PROPRIETARY/LOCK
CONTAINS PRIVATE AND/OR PROPRIETARY INFORMATION
MAY NOT BE USED OR DISCLOSED OUTSIDE THE BELLSOUTH COMPANIES
EXCEPT PURSUANT TO A WRITTEN AGREEMENT.
MUST BE STORED IN LOCKED FILES WHEN NOT IN USE.
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
<PAGE>
[LOGO]
PREDICTIVE SYSTEMS
- --------------------------------------------------------------------------------
[***]
for BellSouth [***]
- --------------------------------------------------------------------------------
1.0 February 2, 2000
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
<PAGE>
[***] is responsible for the development of this document.
Contact:
[***]
Predictive Systems, Inc.
20 Mansell Court, Suite 200
Roswell, GA 30076
Revision history
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
Version Date Comments required Approvals required
- -------------------- --------------------- -------------------------------- --------------------------------
<S> <C> <C> <C>
1.0 2/2/2000
- -------------------- --------------------- -------------------------------- --------------------------------
- ------------------------------------------------------------------------------------------------------------
</TABLE>
Predictive Systems approval:
- --------------------------------------------------------------------------------
Signed Name
- --------------------------------------------------------------------------------
Title Date
[***]
Proposal
1.0 February 2, 2000
Copyright(C) 2000, Predictive Systems, Inc. All rights reserved. Predictive
Systems, BusinessFirst, and the Predictive Systems logo are trademarks of
Predictive Systems, Inc.
No part of this document may be reproduced in any form or by any electronic or
mechanical means, including information storage and retrieval devices or
systems, without prior written permission from Predictive Systems, Inc. This
document or information it contains may not be used, reproduced, or disclosed
outside of BellSouth without authorization in writing by Predictive Systems,
Inc.
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
ii
<PAGE>
C O N F I D E N T I A L--Use, reproduction, or disclosure is subject to the
restrictions in DFARS 252.227-7013 & 252.211-7015/FAR 52.227-14 & 52.227-19 for
commercial computer software or technical data provided to the U.S. government
with limited rights, as applicable.
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
iii
<PAGE>
- --------------------------------------------------------------------------------
Table of Contents
- --------------------------------------------------------------------------------
Introduction 1
Non-disclosure 2
Deadline for response 2
Proposed statement of work 3
Project description 3
[***] 3
4
5
6
Assumptions 6
Deliverables 8
Reporting methods 10
Status reports 10
Status meetings 10
Scope and cost 10
Project duration and staffing 10
Project costs and billing 11
Predictive Systems Contacts 12
About Predictive Systems 13
Predictive Systems' services 13
Predictive Systems' practice areas 14
[***] 14
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
iv
<PAGE>
- --------------------------------------------------------------------------------
Introduction
- --------------------------------------------------------------------------------
BellSouth has embarked on a strategic goal to [***] in support of BellSouth
[***], as well as [***]. Currently, BellSouth maintains these [***],
as well as a [***]. In an effort to leverage existing technologies, processes,
support infrastructure and facilities where appropriate, BellSouth would like to
[***]
In support of this initiative, Predictive Systems will first perform a [***].
This knowledge must be gained to outline a strategic plan with which to
formulate the [***].
This Assessment will result in a [***], consistent with the [***]. The initial
[***].
[***]. At the conclusion of this Assessment service, Predictive Systems will be
prepared to partner with BellSouth in order to perform the [***].
As with any large, complex project, the implementation of this assessment will
bring technical challenges, cost roadblocks, organizational obstacles, and
philosophical debates. Predictive Systems provides a structured methodology for
resolving the problems that emerge during the life cycle of such a project.
The application of this methodology will ensure the accurate, reliable, and
effective delivery of a valuable service.
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
1
<PAGE>
Predictive Systems has profiled the resources that are required to design and
implement the proposed assessment. In addition, we have provided a fixed price
proposal for the delivery of this service.
Non-disclosure
- --------------------------------------------------------------------------------
All information contained in this proposal and quotation is confidential and
proprietary to Predictive Systems, constituting its trade secrets and
privileged, confidential property. It is furnished to BellSouth in confidence,
with the understanding that it will not, without written permission of
Predictive Systems, be used for other than evaluation purposes or be disclosed
to any third party. Duplication of this proposal and quotation is strictly
forbidden, and all copies shall be returned to Predictive Systems upon our
request.
Deadline for response
- --------------------------------------------------------------------------------
This proposal is valid for 30 days from the date of issuance, unless extended in
writing by Predictive Systems.
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
2
<PAGE>
- --------------------------------------------------------------------------------
Proposed statement of work
- --------------------------------------------------------------------------------
Project description
- --------------------------------------------------------------------------------
Predictive Systems will perform a [***]. Predictive will provide BellSouth with
a *** The result of this Assessment is a [***]. This framework can then be
expanded to support [***]
Predictive Systems' [***] our team to become [***]. The goal is not only to
[***] but also to [***]. Predictive Systems will use [***]:
1. [***]
2. [***]
3. [***]
4. [***]
[***]
- --------------------------------------------------------------------------------
[***], Predictive Systems will [***]. All documentation must be provided during
the first week of the project to ensure completion within the defined schedule,
and organizational charts must be provided at the kick-off meeting to ensure
interviews are conducted in a timely manner. Required documents to be provided
by BellSouth in order for Predictive to complete the [***], but are not limited
to, the following:
o [***]
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
3
<PAGE>
o [***]
o [***]
o [***]
o [***]
o [***]
o [***]
To properly [***], it is important to have a hands-on review of the [***].
Face-to-face discussions with engineering and operations staff are invaluable in
determining the current environment and the requirements of the organization.
Predictive Systems will conduct the following activities during BellSouth
facility visits:
o [***]
o [***]
o [***]
o [***]
o [***]
Identify requirements
- --------------------------------------------------------------------------------
Predictive Systems will conduct interview sessions with the appropriate
designated BellSouth staff, to be selected jointly prior to the kick-off
meeting. This step will include [***] that will be scheduled during the first 2
weeks of the project. [***].
The BellSouth point of contact will be required to [***] with assigned BellSouth
site contacts for each location so that candidates can be [***] in support of
the aggressive goals of the project.
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
4
<PAGE>
Since these interview sessions are a key component to the [***], Predictive
Systems will need to interview candidates from various groups within and [***].
Interview candidates should represent those who make [***]. Another group of key
interview candidates are BellSouth personnel [***]:
o [***]
o [***]
o [***]
o [***]
o [***]
o [***]
o [***]
o [***]
o [***]
o [***]
o [***]
o [***]
Review Preliminary Findings
- --------------------------------------------------------------------------------
A Preliminary Findings Review will be held after the initial findings have been
compiled and preliminary analysis has been performed. All members involved in
the [***] should attend this meeting. The goal of the meeting will be to review
the findings, gain consensus as to their accuracy, and formalize the next steps.
The virtual framework of a successful [***] is comprised of [***]. Predictive
Systems will document the strategic direction for BellSouth based on their
[***]. Additionally, Predictive Systems will outline specific tactical solutions
that enable [***].
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
5
<PAGE>
[***] present deliverables
- --------------------------------------------------------------------------------
At the conclusion of the [***], Predictive Systems will present its findings to
BellSouth. The following deliverables will be provided:
o [***]
o [***]
o [***]
o [***]
The overall goal of this presentation is to set (reset) expectations of the
organization and provide a planned solution to meet BellSouth's [***].
Assumptions
- --------------------------------------------------------------------------------
In presenting this proposal, Predictive Systems has made the following
assumptions:
o [***]
o [***]
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
6
<PAGE>
o [***]
o [***]
o [***]
o [***]
o [***]
o BellSouth's [***] will provide assistance in gathering or providing samples
and reports required for this project as per a pre-arranged and agreed upon
schedule.
o Predictive Systems will identify a Program Manager under separate Statement
of Work who will act as the BellSouth Single Point of Contact for [***].
o A Predictive Systems Assessment Project Team Leader will be designated and
be responsible for the activity scheduling, status reporting, and final
report delivery coordination with the Program Manager.
o BellSouth will designate a staff member to function as the BellSouth Single
Point of Contact (SPOC) to work with the Predictive Program Manager for
coordination of [***]. The BellSouth SPOC will help facilitate the transfer
of required documentation & information to Predictive and [***]. The
BellSouth SPOC will also coordinate with the Predictive Program Manager to
discuss and/or resolve any other issues pertaining to the project.
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
7
<PAGE>
o BellSouth will designate site contacts at each of the facility locations
for interviews, engineering sessions, and site visits. [***].
o Interview candidates will be selected prior to project kick-off to ensure
timely execution of the project activities.
o In order to maintain project schedules, the BellSouth SPOC must insure that
timely responses are obtained (within three business days) from project
participants. This includes, but is not limited to, requests for
documentation, inquiry responses, reviewing draft documents, and project
progress/direction feedback.
- --------------------------------------------------------------------------------
Note
- --------------------------------------------------------------------------------
Changes in the above assumptions may result in changes to Predictive Systems'
Project Price and/or delivery time lines.
Deliverables
- --------------------------------------------------------------------------------
The following deliverables will be provided at the conclusion of the project:
o [***]
o [***]
o [***]
o [***]
Deliverables will be provided by Predictive Systems to the BellSouth point of
contact for review and acceptance. BellSouth will provide written notification
to Predictive Systems within two (2) weeks if a project deliverable is not
accepted due to errors or non-conformance to the agreed upon content and format.
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
8
<PAGE>
If BellSouth fails to issue either a notice of acceptance or a list of
deficiencies within two (2) weeks following the date of delivery, [***]. If a
list of unaccepted deliverables is issued, Predictive Systems shall notify
BellSouth in writing of its concurrence or objections to any noted unacceptable
deficiencies within ten (10) days of receipt of such list. Predictive Systems
shall have a reasonable time to resolve all agreed upon deficiencies and
demonstrate the corrections to BellSouth. Within ten (10) days following the
delivery of Predictive Systems' notice that the deficiencies have been
corrected, BellSouth shall issue a written notice of acceptance to Predictive
Systems. This shall be deemed as final acceptance for the deliverables.
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
9
<PAGE>
Reporting methods
Status reports
- --------------------------------------------------------------------------------
The Predictive Systems team will provide a weekly status report in electronic
format to the Program Manager and [***]. The report form will be brief, listing
any items that were completed that week and the open items for the next week.
The purpose of the reports is to provide weekly information on the status of the
project and any outstanding issues from the week. The reports will be available
on Monday morning.
Status meetings
- --------------------------------------------------------------------------------
Weekly project status meetings will be held between (at minimum) the Predictive
Program Manager and [***]. This meeting should reoccurring and per-scheduled for
the same time and day every week. During the meeting, the prior week's progress
will be discussed along with issues, critical path items and activity plans for
the current week. This meeting will also provide a platform for reviewing any
new issues or additional project requirements.
Scope and cost
Project duration and staffing
- --------------------------------------------------------------------------------
[***]
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
10
<PAGE>
The following table provides the proposed duration of each task identified as a
component of this project. Note that some tasks will be performed in parallel to
meet the timeframes required by BellSouth.
Table 1 [***]
- --------------------------------------------------------------------------------
Project Task Task Duration -
Business Days
- -------------------------------------------------------------- -----------------
[***] 1 day
- -------------------------------------------------------------- -----------------
12 days
- -------------------------------------------------------------- -----------------
12 days
- -------------------------------------------------------------- -----------------
2 days
- -------------------------------------------------------------- -----------------
12 days
- -------------------------------------------------------------- -----------------
1 day
- --------------------------------------------------------------------------------
Project costs and billing
- --------------------------------------------------------------------------------
[***]
1. Predictive Systems consulting services will be primarily performed during a
standard workweek (Monday through Friday, 8:00 am to 5:00 pm). On occasion,
work activities may require scheduling of services outside a standard
workweek. Services required outside a standard workweek will be mutually
agreed to in advance by Predictive Systems and BellSouth.
2. Travel and living expenses are not included in these rates.
3. Predictive Systems will submit a single invoice upon project completion.
Payment is required within 30 days of invoice receipt.
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
11
<PAGE>
- --------------------------------------------------------------------------------
Predictive Systems Contacts
- --------------------------------------------------------------------------------
Direct all business and management communications regarding this project to
[***] of Predictive Systems at [***].
Direct all technical communications regarding this project to [***] of
Predictive Systems. The technical contact can be reached at [***].
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
12
<PAGE>
- --------------------------------------------------------------------------------
About Predictive Systems
- --------------------------------------------------------------------------------
Predictive Systems is a network consulting and integration firm that specializes
in the design, management, and security of business-critical networks.
Recognized in the industry for its vendor-independent perspective, the firm's
expertise lies in solving multi-faceted, complex network problems. At Predictive
Systems, network technology serves two purposes: to make money and to save
money.
Predictive Systems' unique BusinessFirst(TM) methodology helps Fortune-1000
clients define, package, and measure network services. BusinessFirst is rooted
in the concept that a company should run its IT organization as a business.
Throughout the BusinessFirst process, Predictive Systems translates strategic
business objectives into sound, achievable technology solutions. This approach
ensures that the technology never obscures the business goals.
Predictive Systems' BusinessFirst methodology can clarify the business
requirements driving the project in specific, measurable terms. Predictive
Systems quantifies factors such as business risk, total cost of ownership, and
operational efficiency to build a complete financial justification for a network
project. By instrumenting every system to measure and quantify the key factors
that govern success, Predictive Systems turns complexity into clarity.
Predictive Systems serves its clients with a collaborative practice structure
that delivers both breadth and depth of experience to all aspects of a project.
Predictive Systems has the people and processes to build networks that mean
business.
Predictive Systems' services
- --------------------------------------------------------------------------------
Predictive Systems offers a unique combination of expertise in network
management, performance management, internetwork engineering, information
security, and software development. Predictive Systems' engineers combine skill
in network management applications with real-world experience using
state-of-the-art internetwork technologies, including Asynchronous Transfer Mode
(ATM) and Asymmetric Digital Subscriber Line (ADSL), to address the
multi-faceted challenges of designing and managing mission-critical networks.
When technology "gaps" are discovered in a client's network, or disparate
systems need to communicate with one another, Predictive Systems' software
developers build custom applications to solve these problems. These custom
applications can turn a collection of products into an integrated system.
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
13
<PAGE>
Predictive Systems' practice areas
- --------------------------------------------------------------------------------
Predictive Systems' consultants are organized into areas of specialization, or
practice areas. Although many engineers are cross-skilled in a variety of
technologies, and many technologies span multiple practice areas, each practice
area represents an aspect of network technology important enough to warrant
specialization. In addition, the Software Development and Technical Publications
departments span all practice areas. Resources from all of these groups are
available to define and implement the technological solutions that best meet our
clients' business needs.
Enterprise Information
Network Security
Management
Internetwork
Design and Performance
Engineering Management
[***]
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
14
<PAGE>
[***]
Owner: [***] / Subject to non-disclosure agreement
[***]
P R E D I C T I V E S Y S T E M S C O N F I D E N T I A L
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
15
<PAGE>
Exhibit 10.25.6
- --------------------------------------------------------------------------------
Proposed Statement of Work
- --------------------------------------------------------------------------------
Project: [***]
- --------------------------------------------------------------------------------
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
<PAGE>
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
<PAGE>
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
<PAGE>
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
<PAGE>
[***]
[***]
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
<PAGE>
- --------------------------------------------------------------------------------
Contacts
- --------------------------------------------------------------------------------
Direct all business development and contractual communications regarding this
project to [***]. All technical questions can be answered by [***].
Description of resources to be utilized: This is a fixed price engagement for
[***].
Rate plan for resources:
Travel and expense for any phase of this project will be billed separately.
Cost Estimate: Labor: $ p/hr___ Travel: $_______ Other: $_______ Total: $_______
================================================================================
Invoice Predictive Systems Instructions
Submit invoice with valid documentation to: Copy to:
Name:
Address:
Phone:
Fax:
================================================================================
Accepted and Agreed to by:
PREDICTIVE SYSTEMS [***]
Signature: Signature:
------------------------- ------------------------------
Name: [***] Name:
----------------------------- -----------------------------------
Date: Date:
------------------------------ -----------------------------------
================================================================================
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
<PAGE>
EXHIBIT A
PROFESSIONAL SERVICES
STATEMENT OF WORK
Client Name: [***]
------------------------------
Agreement Number #
------------------------
Purchase Order #
--------------------------
Submit Date: 02-25-00
------------------------------
Prepared By: [***]
------------------------------
BY EXECUTING THIS STATEMENT OF WORK THE UNDERSIGNED PARTIES ACKNOWLEDGE AND
AGREE THAT THE TERMS AND CONDITIONS OF THE AGREEMENT REFERENCED ABOVE SHALL
GOVERN THE SERVICES PERFORMED HEREUNDER.
================================================================================
Description of Services
Description of work to be performed by location:
Summary
- --------------------------------------------------------------------------------
This project is for BellSouth's client, [***].
[***]
- --------------------------------------------------------------------------------
CONFIDENTIAL Form 0297-001
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 1 of 3
<PAGE>
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
<PAGE>
EXHIBIT A
PROFESSIONAL SERVICES
STATEMENT OF WORK
Client Name: [***]
------------------------------
Agreement Number #
------------------------
Purchase Order #
--------------------------
Submit Date: 02-03-00
------------------------------
Prepared By: [***]
------------------------------
BY EXECUTING THIS STATEMENT OF WORK THE UNDERSIGNED PARTIES ACKNOWLEDGE AND
AGREE THAT THE TERMS AND CONDITIONS OF THE AGREEMENT REFERENCED ABOVE SHALL
GOVERN THE SERVICES PERFORMED HEREUNDER.
================================================================================
Description of Services
Description of work to be performed by location:
Please see the attached SOW titled the [***].
Description of resources to be utilized: See proposal
Rate plan for resources: Fixed price engagement [***] plus travel and expense
Cost Estimate: Labor: $ p/hr___ Travel: $_______ Other: $_______ Total: $_______
================================================================================
Invoice Predictive Systems Instructions
Submit invoice with valid documentation to: Copy to:
Name:
Address:
Phone:
Fax:
================================================================================
Accepted and Agreed to by:
PREDICTIVE SYSTEMS [***]
Signature: Signature:
------------------------ -----------------------------
Name: [***] Name:
---------------------------- ----------------------------------
Date: Date:
---------------------------- ----------------------------------
================================================================================
- --------------------------------------------------------------------------------
CONFIDENTIAL Form 0297-001
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 1 of 3
<PAGE>
EXHIBIT A
PROFESSIONAL SERVICES
STATEMENT OF WORK
Client Name: [***]
----------------------------
Agreement Number #
----------------------
Purchase Order #
------------------------
Start Date:
-----------------------------
Submission Date: November xx, 1999
------------------------
Prepared By: [***]
----------------------------
BY EXECUTING THIS STATEMENT OF WORK THE UNDERSIGNED PARTIES ACKNOWLEDGE AND
AGREE THAT THE TERMS AND CONDITIONS OF THE AGREEMENT REFERENCED ABOVE SHALL
GOVERN THE SERVICES PERFORMED HEREUNDER.
================================================================================
Description of Services
Description of work to be performed by location:
See Section A: Project Description below.
Description of resources to be utilized:
See Section B: Project Resources and Responsibilities below.
Rate plan for resources:
See Section C: Pricing and Project Duration below.
Cost Estimate: Labor: Travel: $ Other: [***] Total: $[***]
-------- ------- -------- --------
================================================================================
Invoice Predictive Systems Instructions
Submit invoice with valid documentation to: Copy to:
Name:
Address:
Phone:
Fax:
================================================================================
Accepted and Agreed to by:
PREDICTIVE SYSTEMS [***]
Signature: Signature:
------------------------ -----------------------------
Name: [***] Name:
--------------------------- ----------------------------------
Date: Date:
----------------------------- ----------------------------------
================================================================================
- --------------------------------------------------------------------------------
CONFIDENTIAL Form 0297-001
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 1 of 5
<PAGE>
Section A: Project Description
BellSouth Telecommunications, Inc. on behalf of [***] to provide a Project
Manager to manage the [***] throughout the southeast, BellSouth Territory. [***]
In support of this project, Predictive Systems will provide the [***]. This
Statement of Work details the costs associated with installation and
configuration, as well as the hardware and software costs for the performance
management platform. A separate Statement of Work contains labor costs
associated with the planning, analysis and on-going capacity planning services
utilizing this platform.
Installation and Configuration Services
- --------------------------------------------------------------------------------
Predictive Systems will provide the following services to install and configure
the Performance Management platform:
1. [***]
2. [***]
3. [***]
4. [***]
Deliverables
- --------------------------------------------------------------------------------
The deliverables for this project will include the [***]. This platform will be
[***]. Upon installation, the platform will [***]. Such configuration will be
performed during the [***], which will be detailed under separate Statement of
Work. Deliverables provided for this Statement of Work are as follows:
o [***]
o [***]
o [***]
Note: A separate Statement of Work contains [***].
- --------------------------------------------------------------------------------
CONFIDENTIAL Form 0297-001
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 2 of 5
<PAGE>
Assumptions
- --------------------------------------------------------------------------------
The following assumptions were made by Predictive Systems in the preparation of
the price, schedule, and resource estimates contained in this proposal:
o [***]
o [***]
o [***]
o [***]
o [***]
o [***]
o [***]
o [***]
[***] acknowledges these assumptions as valid upon acceptance and signing of
this proposal. Changes in the above assumptions can result in changes to
Predictive Systems' charges and/or delivery dates.
- --------------------------------------------------------------------------------
CONFIDENTIAL Form 0297-001
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 3 of 5
<PAGE>
Section B: Project Resources and Responsibilities
Predictive Systems
- --------------------------------------------------------------------------------
Predictive Systems will identify a Project Manager who will act as the [***]
single point of contact for all project-related issues. The Project Manager will
also be responsible for status reporting and delivery of the hardware/software
platform. Predictive Systems will utilize one Performance Management senior
consultant for installation and configuration activities associated with this
project. The Project Manager will [***].
[***]
- --------------------------------------------------------------------------------
[***] will designate a Client Project Liaison to work with Predictive Systems to
coordinate and schedule all installation activities and provide the Predictive
Systems' project team with the requested documentation, information, and
appropriate personnel. This person will act as the single point of contact for
Predictive Systems to discuss and resolve any other issues pertaining to the
project and will be responsible for obtaining the appropriate security
clearances and escorts for Predictive Systems' personnel at [***].
In order to maintain project schedules, the Client Project Liaison must ensure
that timely responses are obtained (within three business days) from project
participants. This includes but is not limited to requests for documentation,
answering questions, and providing feedback. Failure to obtain timely
information may result in project schedule slippage.
Acceptance
- --------------------------------------------------------------------------------
Deliverables will be delivered by Predictive Systems to the Client Project
Liaison for review and acceptance. [***] will provide written notification to
Predictive Systems within one (1) week if a project deliverable is not accepted
due to errors or non-conformance to the agreed upon content and format.
If [***] fails to issue either a notice of acceptance or a list of deficiencies
within one (1) week following the date of delivery, the deliverables shall be
deemed as accepted by [***]. If a list of unaccepted deliverables is issued,
Predictive Systems shall notify [***] in writing of its concurrence or
objections to any noted unacceptable deficiencies within ten (10) days of
receipt of such list. Predictive Systems shall have a reasonable time to resolve
all agreed upon deficiencies and demonstrate the corrections to [***]. Within
ten (10) days following the delivery of Predictive Systems' notice that the
deficiencies have been corrected, [***] shall issue a written notice of
acceptance to Predictive Systems. This shall be deemed as Final Acceptance for
the deliverables.
- --------------------------------------------------------------------------------
CONFIDENTIAL Form 0297-001
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 4 of 5
<PAGE>
Section C: Pricing and Project Duration
The platform service proposed to [***] will have a project duration of [***].
[***] project includes:
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
<PAGE>
EXHIBIT A
PROFESSIONAL SERVICES
STATEMENT OF WORK
Client Name: [***]
----------------------------
Agreement Number #
----------------------
Purchase Order #
------------------------
Start Date:
-----------------------------
Prepared By:
----------------------------
BY EXECUTING THIS STATEMENT OF WORK THE UNDERSIGNED PARTIES ACKNOWLEDGE AND
AGREE THAT THE TERMS AND CONDITIONS OF THE AGREEMENT REFERENCED ABOVE SHALL
GOVERN THE SERVICES PERFORMED HEREUNDER.
================================================================================
Description of Services
Description of work to be performed by location: [***]
[***]
As per BellSouth, the anticipated effort will be: [***]
Description of resources to be utilized: [***]
Rate plan for resources: [***]
<TABLE>
<S> <C> <C> <C> <C>
Cost Estimate: [***]_________ Travel: $ Actual________ Other: $_________ Total: $__________
</TABLE>
================================================================================
Invoice Predictive Systems Instructions
Submit invoice with valid documentation to: Copy to:
Name:
Address:
Phone:
Fax:
================================================================================
Accepted and Agreed to by:
PREDICTIVE SYSTEMS [***]
Signature: Signature:
------------------------ ------------------------------
Name: [***] Name:
--------------------------- -----------------------------------
Date: Date:
---------------------------- -----------------------------------
================================================================================
- --------------------------------------------------------------------------------
CONFIDENTIAL Form 0297-001
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 1 of 3
<PAGE>
EXHIBIT A
PROFESSIONAL SERVICES
STATEMENT OF WORK
Client Name: [***]
----------------------
Agreement Number #
----------------
Purchase Order #
------------------
Submit Date: 02-14-00
----------------------
Prepared By: [***]
----------------------
BY EXECUTING THIS STATEMENT OF WORK THE UNDERSIGNED PARTIES ACKNOWLEDGE AND
AGREE THAT THE TERMS AND CONDITIONS OF THE AGREEMENT REFERENCED ABOVE SHALL
GOVERN THE SERVICES PERFORMED HEREUNDER.
================================================================================
Description of Services
Description of work to be performed by location:
[***]
- --------------------------------------------------------------------------------
CONFIDENTIAL Form 0297-001
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 1 of 3
<PAGE>
[***]
Cost Estimate: see Table 1.
================================================================================
Invoice Predictive Systems Instructions
Submit invoice with valid documentation to: Copy to:
Name:
Address:
Phone:
Fax:
================================================================================
Accepted and Agreed to by:
PREDICTIVE SYSTEMS [***]
Signature: Signature:
---------------------- ----------------------------
Name: [***] Name:
-------------------------- ---------------------------------
Date: Date:
--------------------------- ---------------------------------
================================================================================
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
<PAGE>
EXHIBIT A
PROFESSIONAL SERVICES
STATEMENT OF WORK
Client Name: [***]
------------------------------
Agreement Number #
------------------------
Purchase Order #
--------------------------
Start Date:
-------------------------------
Prepared By:
------------------------------
BY EXECUTING THIS STATEMENT OF WORK THE UNDERSIGNED PARTIES ACKNOWLEDGE AND
AGREE THAT THE TERMS AND CONDITIONS OF THE AGREEMENT REFERENCED ABOVE SHALL
GOVERN THE SERVICES PERFORMED HEREUNDER.
================================================================================
Description of Services
Description of work to be performed by location: [***]
[***]
As per BellSouth, the anticipated effort will be: [***]
Description of resources to be utilized: [***]
Rate plan for resources: [***]
<TABLE>
<S> <C> <C> <C> <C>
Cost Estimate: Labor: [***]__________ Travel: $ Actual_________ Other: $___________ Total: $____________
</TABLE>
================================================================================
Invoice Predictive Systems Instructions
Submit invoice with valid documentation to: Copy to:
Name:
Address:
Phone:
Fax:
================================================================================
Accepted and Agreed to by:
PREDICTIVE SYSTEMS [***]
Signature: Signature:
--------------------- -----------------------------
Name: [***] Name:
-------------------------- ----------------------------------
Date: Date:
-------------------------- ----------------------------------
================================================================================
- --------------------------------------------------------------------------------
CONFIDENTIAL Form 0297-001
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 1 of 3
<PAGE>
EXHIBIT A
PROFESSIONAL SERVICES
STATEMENT OF WORK
Client Name: [***]
------------------------------
Agreement Number #
------------------------
Purchase Order #
--------------------------
Start Date:
-------------------------------
Prepared By:
------------------------------
BY EXECUTING THIS STATEMENT OF WORK THE UNDERSIGNED PARTIES ACKNOWLEDGE AND
AGREE THAT THE TERMS AND CONDITIONS OF THE AGREEMENT REFERENCED ABOVE SHALL
GOVERN THE SERVICES PERFORMED HEREUNDER.
================================================================================
Description of Services
Description of work to be performed by location: [***]
As per BellSouth, the anticipated effort will be: [***]
Description of resources to be utilized: [***]
Rate plan for resources: [***]
<TABLE>
<S> <C> <C> <C> <C>
Cost Estimate: Labor: [***]__________ Travel: $ Actual_________ Other: $___________ Total: $____________
</TABLE>
================================================================================
Invoice Predictive Systems Instructions
Submit invoice with valid documentation to: Copy to:
Name:
Address:
Phone:
Fax:
================================================================================
Accepted and Agreed to by:
PREDICTIVE SYSTEMS [***]
Signature: Signature:
--------------------- -----------------------------
Name: [***] Name:
-------------------------- ----------------------------------
Date: Date:
-------------------------- ----------------------------------
================================================================================
- --------------------------------------------------------------------------------
CONFIDENTIAL Form 0297-001
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 1 of 3
<PAGE>
EXHIBIT A
PROFESSIONAL SERVICES
STATEMENT OF WORK
Client Name: [***]
---------------------------
Agreement Number #
---------------------
Purchase Order #
-----------------------
Start Date: 11/30/99
----------------------------
Prepared By: [***]
---------------------------
BY EXECUTING THIS STATEMENT OF WORK THE UNDERSIGNED PARTIES ACKNOWLEDGE AND
AGREE THAT THE TERMS AND CONDITIONS OF THE AGREEMENT REFERENCED ABOVE SHALL
GOVERN THE SERVICES PERFORMED HEREUNDER.
================================================================================
Description of Services
Description of work to be performed by location:
[***]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
<PAGE>
Assumptions:
- ------------
To successfully complete the tasks described within the proposed timeline,
Predictive Systems will make the following assumptions:
o BellSouth Communications Systems [***].
o Predictive Systems is not responsible for [***].
o BellSouth personnel will be available for interviews to gather
information in a timely fashion. Any delays in this will result in
additional costs.
o BellSouth will provide the appropriate equipment to facilitate the
building of the soft copies of the configurations. This will include a
router, the selected switch, distributed director and a SUN workstation.
Description of resources to be utilized: [***]
Rate plan for resources: [***]
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Cost Estimate: Labor: [***]_____ Travel: $__________ Other: $__________ Total: $__________
==================================================================================================================================
Invoice Predictive Systems Instructions
Submit invoice with valid documentation to: Copy to:
Name:
Address:
Phone:
Fax:
===================================================================================================================================
Accepted and Agreed to by:
PREDICTIVE SYSTEMS [***]
Signature: Signature:
------------------------------------------- -------------------------------------------
Name: [***] Name:
------------------------------------------------ ------------------------------------------------
Date: Date:
------------------------------------------------ ------------------------------------------------
===================================================================================================================================
</TABLE>
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
<PAGE>
EXHIBIT A
PROFESSIONAL SERVICES
STATEMENT OF WORK
Client Name: [***]
------------------------------
Agreement Number #
------------------------
Purchase Order #
--------------------------
Start Date:
-------------------------------
Prepared By:
------------------------------
BY EXECUTING THIS STATEMENT OF WORK THE UNDERSIGNED PARTIES ACKNOWLEDGE AND
AGREE THAT THE TERMS AND CONDITIONS OF THE AGREEMENT REFERENCED ABOVE SHALL
GOVERN THE SERVICES PERFORMED HEREUNDER.
================================================================================
Description of Services
Description of work to be performed by location: [***]
[***]
As per BellSouth, the anticipated effort will be: [***]
Description of resources to be utilized: [***]
Rate plan for resources: [***]
<TABLE>
<S> <C> <C> <C> <C>
Cost Estimate: Labor: [***]__________ Travel: $ Actual_________ Other: $___________ Total: $____________
</TABLE>
================================================================================
Invoice Predictive Systems Instructions
Submit invoice with valid documentation to: Copy to:
Name:
Address:
Phone:
Fax:
================================================================================
Accepted and Agreed to by:
PREDICTIVE SYSTEMS [***]
Signature: Signature:
--------------------- -----------------------------
Name: [***] Name:
-------------------------- ----------------------------------
Date: Date:
-------------------------- ----------------------------------
================================================================================
- --------------------------------------------------------------------------------
CONFIDENTIAL Form 0297-001
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 1 of 3
<PAGE>
EXHIBIT A
PROFESSIONAL SERVICES
STATEMENT OF WORK
Client Name: [***]
------------------------------
Agreement Number #
------------------------
Purchase Order #
--------------------------
Start Date:
-------------------------------
Prepared By:
------------------------------
BY EXECUTING THIS STATEMENT OF WORK THE UNDERSIGNED PARTIES ACKNOWLEDGE AND
AGREE THAT THE TERMS AND CONDITIONS OF THE AGREEMENT REFERENCED ABOVE SHALL
GOVERN THE SERVICES PERFORMED HEREUNDER.
================================================================================
Description of Services
Description of work to be performed by location: [***]
As per BellSouth, the anticipated effort will be: [***]
Description of resources to be utilized: [***]
Rate plan for resources: [***]
<TABLE>
<S> <C> <C> <C> <C>
Cost Estimate: Labor: [***]__________ Travel: $ Actual_________ Other: $___________ Total: $____________
</TABLE>
================================================================================
Invoice Predictive Systems Instructions
Submit invoice with valid documentation to: Copy to:
Name:
Address:
Phone:
Fax:
================================================================================
Accepted and Agreed to by:
PREDICTIVE SYSTEMS [***]
Signature: Signature:
--------------------- -----------------------------
Name: [***] Name:
-------------------------- ----------------------------------
Date: Date:
-------------------------- ----------------------------------
================================================================================
- --------------------------------------------------------------------------------
CONFIDENTIAL Form 0297-001
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
Page 1 of 3
<PAGE>
Service Agreement
This Agreement is made as of the 1st day of February 2000 ("Effective Date") by
and between Cisco Systems, Inc. a California corporation, with offices located
at 170 West Tasman, San Jose, CA 95134 and Cisco's Affiliates ("COMPANY") and
Predictive Systems, Inc., a Delaware corporation, with offices located at 1121
Pacific Ave. Santa Cruz, CA 95060 and Predictive Systems Affiliates ("Predictive
Systems").
In consideration of the mutual covenants and promises set forth below, the
parties agree as follows:
1. Duties and Obligations.
1.1 Predictive Systems agrees to:
(a) perform the services ("Services") described in each written statement
signed by both parties (each a "Work Statement"). All Work Statements
shall state the Services to be provided, the applicable fee of
Predictive Systems and such other terms as the parties shall agree.
The initial Work Statement is set forth in Exhibit A hereto.
(b) perform additional services upon execution of subsequent Work
Statements by authorized representatives of both parties;
(c) provide adequate supervision, if applicable, to assure proper
performance of the Services in accordance with Exhibit A;
(d) keep Company advised of the progress of the Services by organizing
meetings between Company and Predictive Systems at mutually agreed
upon times and frequencies;
(e) permit any representative of Company to review from time to time the
results of the Services;
(f) provide Company with such deliverables, reports, specifications,
drawings, models, and the like, as are appropriate to the nature of
the Services and as specified in the appropriate Work Statement;
(g) keep records of work performed which Company may review from time to
time upon reasonable notice to Predictive Systems;
(h) ensure that Predictive Systems and its employees comply with Company's
safety, security and code of conduct regulations;
(i) ensure that Predictive Systems and its employees comply with Company's
requirements regarding, (i) Proprietary information & Invention
Agreement for Temporary Employees and Consultants, and (ii)
Authorization for Background Check;
(j) furnish personnel who are qualified to perform the Services;
(k) prior to using any subcontractor not an existing employee or
contractor of Predictive Systems, obtain Company's written approval of
use of such subcontractor;
(l) execute, for the benefit of Company, an agreement with any
subcontractor containing provisions of the character, scope and
purpose of this Agreement,
(m) ensure that any employee, contractor, or subcontractor of Predictive
Systems has the legal right to work in the United States at Company
and has obtained the proper immigrant status on the United States
Immigration and Naturalization Services Form I-9, or successor
documentation;
(n) maintain workers' compensation insurance coverage for employees,
contractors, or subcontractors of Predictive Systems; and
(o) comply with all reasonable instructions given by Company in connection
with the Services.
1.2 Each fully executed Work Statement is hereby incorporated in full into this
Agreement by reference and shall be subject to each of the terms and conditions
of this Agreement.
1.3 Company, may at its sole option and discretion, request the transfer or
replacement of any employee or subcontractor of Predictive Systems assigned to
perform the Services and Predictive Systems shall forthwith comply.
<PAGE>
2. Representations and Warranties.
2.1 Predictive Systems represents and warrants that:
(a) Predictive Systems's performance of the Services and all terms of this
Agreement will not breach any agreement that Predictive Systems has,
or will have during the term of the Agreement, with another party and
there is no other contract or duty on his or her part now in existence
inconsistent with this Agreement;
(b) Predictive Systems has and will obtain non-disclosure, assignment of
rights and other appropriate agreements with its employees and
contractors, as applicable and necessary, sufficient to protect
Company's Confidential Information;
(c) to the extent that Predictive Systems's obligations hereunder have
been subcontracted, Predictive Systems shall remain fully responsible
for such obligations and will promptly pay any fees and/or charges due
to such Subcontractor;
(d) Services shall comply with Exhibit A; Services are Year 2000 Compliant
per Company's definition available on the following web site: http//:
www.ccisco.com; and,
(e) the Services will be performed in a professional workmanlike manner
consistent with industry standards.
2.2 WITHOUT LIMITING THE FOREGOING, PREDICTIVE SYSTEMS MAKES NO EXPRESS OR
IMPLIED REPRESENTATIONS WITH RESPECT TO ITS PERFORMANCE OF THE SERVICES
HEREUNDER OR ANY DELIVERABLES CONTEMPLATED HEREBY, INCLUDING WITHOUT LIMITATION
ANY REPRESENTATION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
3. Confidentiality:
3.1 COMPANY expressly acknowledges that the performance of these services will
require Predictive Systems to gain access to COMPANY's confidential and
proprietary network and information assets, and authorizes this access for the
purposes described in the SOW, subject, however, to the Mutual Nondisclosure
Agreement, dated October 5, 1998, between COMPANY and Predictive Systems (the
"NDA").
3.2 By accepting Predictive Systems services, COMPANY assumes any and all
liability for any disclosure of any third-party confidential or proprietary
information assets, or any classified information, arising out of or resulting
from such Services, and agrees to indemnify, defend and hold harmless Predictive
Systems from and against any claim, loss or liability asserted by any person
arising out of or relating to any such disclosure, subject, however, to the NDA.
4. Indemnity.
4.1 Predictive Systems shall defend, and indemnify and hold Company harmless
from and against any and all claims, injuries, damages, obligations,
liabilities, causes of action, judgment or costs including reasonable attorneys'
fees, arising out of or in connection with, either directly or indirectly, any
intentional, negligent, fraudulent or criminal act or omission of Predictive
Systems or its subcontractors in the performance of any Services under this
Agreement, or any other act or omission by or under the direction of the
Predictive Systems or its employees, agents or subcontractors under this
Agreement.
4.2 Company shall defend, and indemnify and hold Predictive Systems harmless
from and against any and all claims, injuries, damages, obligations,
liabilities, causes of action, judgment or costs including reasonable attorneys'
fees, arising out of or in connection with Company's intentional, fraudulent or
criminal use or misuse of any deliverables resulting from Services provided to
Company by Predictive Systems under this agreement.
<PAGE>
4.3 Notification. Company or Predictive Systems shall promptly notify each other
in writing of any claims subject to the indemnifications under Sections 4.1 and
4.2. In the event that any legal actions are taken, copies of all papers in
connection with such action shall be promptly forwarded to the respective party.
Neither party shall , if involved, incur any expenses or make any settlement
without the written consent of the other party.
5. Fees.
5.1 Predictive Systems shall be paid the fixed fees set forth in Exhibit A
attached hereto for Predictive Systems's performance of Services under this
Agreement, and Company will in no event be obligated to pay Predictive Systems
any more than the maximum fee amount stated in Exhibit A.
5.2 Predictive Systems shall submit to Company invoices detailing all the
Services rendered and, assuming timely and satisfactory completion of such
Services, Company shall pay such invoices within thirty (30) days of receipt of
invoice. Such fees are Predictive Systems's sole compensation for rendering
Services to Company. The parties agree that Company is not responsible to
reimburse any costs or expenses incurred by Predictive Systems in performing the
Services unless otherwise agreed to in the applicable Work Statement and/or
Exhibit A.
6. Term.
6.1 This Agreement will commence on the Effective Date and will continue until
the later of (i) December 31, 2000, or (ii) so long as a Work Statement (Exhibit
A) is in effect and has not been completed, unless terminated earlier as
provided in this Agreement ("Initial Term"). This Agreement shall renew month to
month after the Initial Term; provided that either party may prevent such
renewal, with or without cause, by giving the other party notice thirty (30)
days prior to the termination date of the Initial Term of the Agreement.
Termination. Company may terminate this Agreement, in whole or in part, for
convenience upon ten (10) days written notice to the Predictive Systems.
Immediately upon such notice, Predictive Systems will stop all work related to
this Agreement. Company shall pay Predictive Systems within thirty (30) days
receipt of invoice for all services rendered prior to notice of termination.
Further, notwithstanding anything to the contrary, this Agreement may be
terminated by either party for cause in the event of: (a) breach or default by
the other party of a material obligation under this Agreement which is not
remedied within thirty (30) days after written notice in accordance with Section
15; (b) a party files for bankruptcy or becomes an involuntary participant in a
bankruptcy proceeding, if such proceedings are not dismissed within sixty (60)
days after commencement; or, (c) notice of the inability of the other party to
perform due to the existence of an Excusable Delay event which is reasonably
determined by the terminating party to be a continuing condition; or (d) in the
event that any of the Predictive Systems's performance levels as set forth in
Exhibit A falls below ninety-five percent (95%) or falls below ninety percent
(90%) for three consecutive months, or any four (4) non-consecutive months
within a twelve-month period.
7. Insurance.
7.1 As an integral part of this Agreement and prior to initiation of work,
Predictive Systems shall deposit with Company's Risk Management Department
evidence of adequate insurance protection against fortuitous losses in the form
of certificates and/or endorsements (as applicable). The amounts shall be no
less than the amounts specified below, or such other amounts as specified in
advance in writing by Company's Risk Management Department:
(a) Workers' Compensation Insurance, in accordance with the provisions of
the laws or regulations of the nation, state, territory or province
having jurisdiction over Predictive Systems's employees, and
Employer's Liability insurance with a minimum limit of liability of
One Million Dollars ($1,000,000).
<PAGE>
(b) Commercial General Liability Insurance, written on an "occurrence"
basis, including bodily injury, products/completed operations, broad
form property damage, blanket contractual liability, and contractor's
liability with a limit of liability not less than Two Million Dollars
($2,000,000) combined single limit per occurrence for bodily injury
and property damage and not less than Three Million Dollars
($3,000,000) general aggregate.
(c) Business Automobile Liability covering use of all owned, non-owned and
hired vehicles used in connection with the performance of this
Agreement with a limit of liability not less than One Million Dollars
($1000,000) combined single limit per occurrence for bodily injury and
property damage.
(d) Professional Liability (Errors and Omissions) Insurance with limits of
liability of not less than One Million Dollars ($1,000,000) per
occurrence.
7.2 Waiver. Predictive Systems and its insurer(s) agree to waive all rights of
recovery or subrogation which Predictive Systems may have against Company,
except where prohibited by law. Such insurance shall substantially include the
following waiver of subrogation: Predictive Systems and its respective
underwriters hereby waive any and all rights of recovery by way of subrogation
or otherwise against Company, by reason of any loss, claim, action or payment
which might arise out of or in connection with the work performed under this
Agreement
7.3 Additional Insured. Certificates of insurance must include Company, its
subsidiaries, and their respective officers, directors, employees, and agents as
additional insureds for General Liability and Automobile Liability. All
certificates shall provide that the insurer give thirty (30) days written notice
to Company prior to any adverse material change in coverage, cancellation or
non-renewal of coverages. Said notice shall be submitted to Company's Risk
Management Department at 170 W. Tasman Drive, San Jose, CA 95134. Predictive
Systems's insurance is to be primary and shall contain cross liability and
severability of interest provisions, and any insurance carried by Company shall
be excess and non-contributing.
8. Consequential Damages: IN NO EVENT SHALL COMPANY OR PREDICTIVE SYSTEMS BE
LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR EXEMPLARY
DAMAGES INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, COST
OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES, BUSINESS
INTERRUPTIONS, OR LOSS OF INFORMATION, EVEN IF COMPANY OR PREDICTIVE SYSTEMS HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9 Limitation of Liability. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR
OTHERWISE, NEITHER PARTY WILL BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF
THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL
OR EQUITABLE THEORY FOR (I) ANY AMOUNTS IN EXCESS IN THE AGGREGATE OF THE FEES
PAID BY COMPANY TO PREDICTIVE SYSTEMS HEREUNDER DURING THE SIX (6) MONTH PERIOD
PRIOR TO THE DATE THE CAUSE OF ACTION AROSE, OR (II) ANY MATTER BEYOND SUCH
PARTY'S REASONABLE CONTROL.
10. Audit and Payment Adjustment. Predictive Systems agrees to maintain, in
accordance with generally accepted accounting principles, account records
necessary to disclose the basis for any charges, ordinary or extraordinary,
billed to Company under this Agreement, and shall make them available for
examination and audit by Company or its agents prior to, and for a period of two
(2) years after, receipt by Predictive Systems of final payment under this
Agreement. Company will have the right to audit such records during normal
business hours upon 72 hours notice to Predictive Systems.
11. Access. COMPANY expressly authorizes Predictive Systems to gain access,
including without limitation external network access, to COMPANY's computer
network and information systems which is reasonable and necessary for the
purposes described in the SOW, and COMPANY acknowledges that such access shall
be obtained by Predictive Systems with the express permission of COMPANY.
<PAGE>
12. Restrictions Regarding Employees.
12.1 Restrictions Against Solicitation and Hiring. While this agreement is in
effect, and for a period of six months subsequent to the termination of this
agreement, neither Predictive Systems nor Company shall (i) solicit for
employment any of the other party's employees, without the prior written consent
of such other party or (ii) knowingly employ, either directly or indirectly (as
a consultant, independent contractor or otherwise), any of the other party's
employees; provided that any response by an employee of one party to any
advertisement of employment opportunities made by the other party targeted to
the general public shall not be deemed to be a breach of the foregoing
provision.
13.General.
13.1 Notice. Any notice to be given hereunder shall be in writing and addressed
to the applicable party at the address stated above, or such other address as
the party may designate from time to time by written notice in accordance with
this Section. Except as otherwise expressly provided in this Agreement, notices
hereunder shall be deemed given and effective (i) if personally delivered, upon
delivery, (ii) if sent by overnight rapid-delivery service with tracking
capabilities, upon receipt; (iii) if sent by telex, telecopier, or electronic
mail, at such time as the party that sent the notice receives confirmation of
receipt by the applicable method of transmittal, or (iv) if sent by certified or
registered United States mail, within five (5) days of deposit in the mail.
13.2 Severability. If any provision herein shall be held to be invalid or
unenforceable for any reason, such provisions shall, to the extent of such
invalidity or unenforceability, be of no force or effect, but without in any way
affecting the remainder of such provision or any other provision contained
herein, all of which shall continue in full force and effect.
13.3 Assignment. This Agreement shall be binding upon, and inure to the benefit
of, the parties hereto and their respective heirs, successors and assigns;
provided, however, that this Agreement and the rights and obligations hereunder
are not assignable by Predictive Systems without Company's prior written
consent.
13.4 Governing Law. This Agreement and all disputes and suits related thereto
shall be governed, construed, and interpreted in accordance with the laws of the
State of California without regard to conflicts of laws provisions thereof.
13.5 Compliance with Laws. Predictive Systems hereby represents and warrants
that (i) it shall comply with all applicable, local and national laws and
regulations; (ii) this Agreement and all of its terms are in full conformance
and in compliance with such laws; and (iii) it shall not act in any fashion or
take any action which will render Company liable for a violation of the U.S.
Foreign Corrupt Practices Act, which prohibits the offering, giving or promising
to offer or give, directly or indirectly, money or anything of value to any
official of a government, political party or instrumentality thereof in order to
assist it or Company in obtaining or retaining business or in caring out the
Services hereunder. Upon request, Predictive Systems agrees to issue
certificates certifying compliance with any of the aforementioned laws or
regulations as may be applicable to the Software and/or services being furnished
hereunder.
13.6 Independent Contractor. Predictive Systems hereby acknowledges and agrees
that it is an independent contractor to Company and is solely responsible for
all taxes, withholdings, and other similar statutory obligations. Predictive
Systems agrees to defend, indemnify and hold Company harmless from any and all
claims made by any entity on account of an alleged failure by Predictive Systems
to satisfy any such tax or withholding obligations. Predictive Systems
acknowledges and agrees that it is not an employee, agent, a joint venture, or a
partner of Company. Predictive Systems has no authority to act on behalf of or
to enter into any contract, incur any liability or make any representation on
behalf of Company. Predictive Systems will supply all tools and equipment
necessary to perform the Services unless otherwise agreed to in the Agreement.
<PAGE>
13.7 Export Laws and Restrictions. Predictive Systems shall not transmit,
directly or indirectly, any Confidential Information or any technical data
received from or disclosed by Company, nor the direct product thereof, outside
the United States without Company's prior written consent and in accordance with
all export laws and regulations of the United States. Predictive Systems agrees
that it does not intend nor will it, directly or indirectly, export or re-export
any Confidential Information to anyone who Predictive Systems knows or has
reason to know will utilize it in the design, development or production of
nuclear, chemical or biological weapons or to anyone who has been prohibited
from participating in U.S. export transactions by any federal agency of the U.S.
Government.
13.8 No Waiver. No delay or failure by either party to exercise or enforce at
any time, any right or provision of this Agreement shall be considered a waiver
thereof or of such party's right thereafter to exercise or enforce each and
every right and provision of this Agreement. Any waiver of any right hereunder
in a specific circumstance shall not be deemed a waiver of that right in any
other circumstances or a waiver of any other right. A waiver to be valid shall
be in writing but need not be supported by consideration.
13.9 Counterparts. The Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which shall constitute but
one and the same instruments.
13.10 Excusable Delay. Neither party will be liable for any failure or delay in
performing any of its obligations under this Agreement, that is due to causes
beyond its reasonable control, such as natural catastrophes, governmental acts
or labor strikes or difficulties. Predictive Systems will notify Company
promptly of any factor, occurrence or event that comes to its attention that may
affect or delay Predictive Systems's ability to perform any of its other
obligations hereunder. By way of example, such notices shall be given in the
event of any loss or reassignment of key employees, threat of strike, knowledge
or any allegation that any technology used or to be used in performing
Predictive Systems' obligations would infringe on any third party's technology
rights, significant loss of data, or significant equipment failure.
13.11 Attorney Fees. The prevailing party in any legal action to enforce or
interpret this Agreement shall be entitled to recover reasonable attorney's fees
and costs.
13.12 Amendment. This Agreement may be amended or modified only with the prior
written consent of Authorized Representatives of both parties.
13.13 Entire Agreement. This Agreement and all schedules, exhibits and
attachments hereto constitute the entire agreement between the parties
concerning the subject matter hereof. This Agreement replaces and supersedes any
prior verbal or written understandings, communications, or representations
between the parties.
13.14. Survival. The following provisions shall survive termination or
expiration of this Agreement for whatever reason: Sections 3.1.
<PAGE>
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed by
their duly authorized representatives as of the date written above:
Cisco Systems, Inc.
________________________________________________________________________________
Signature Title Date
Predictive Systems, Inc.
________________________________________________________________________________
Signature Title Date
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
report dated February 10, 2000 for Predictive Systems, Inc. and to all
references to our Firm, included in or made a part of this Registration
Statement.
/s/ ARTHUR ANDERSEN LLP
-------------------------
Arthur Andersen LLP
New York, New York
March 7, 2000
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
report dated August 13, 1999 for Network Resource Consultants and Company B.V.
and to all references to our Firm, included in or made a part of this
Registration Statement.
/s/ ARTHUR ANDERSEN LLP
-------------------------
Arthur Andersen LLP
New York, New York
March 7, 2000
