Exhibit 10.30
Master Agreement
Contract No. RE-2000-01
This Agreement (the "Agreement"), effective as of February 2, 2000, is between
RateXchange, Inc., a Delaware corporation, having its office at 185 Berry
Street, Suite 3515, San Francisco, California 94107, ("RateXchange"), and
Science Applications International Corporation ("SAIC"), a Delaware corporation,
having an office at 10260 Campus Point Drive, San Diego, California 92121.
I. DESCRIPTION OF PROFESSIONAL SERVICES FOR TIME AND MATERIALS
SAIC shall provide to RateXchange the Professional Services ("Services")
described Exhibit A. The Services shall be provided subject to the Terms and
conditions which follow.
II. CUSTOMER AND SAIC ADMINISTRATIVE CONTACTS
Dave Mitchell Barry L. Elliott
Network Consultant Senior Contracts Representative
RateXchange Science Applications International
185 Barry Street, Suite 3515 Corporation
San Francisco, California 94107 M/S E-3-Z
San Diego, California 92121
Tel. No. (415) 371-9808 Tel. No. (858) 826-5554
Fax No. (415) 371-9801 Fax No. (858) 826-5640
In consideration of the mutual obligations assumed under this Agreement, SAIC
and RateXchange agree to the Terms of Conditions attached hereto and
incorporated by reference and represent that this Agreement is executed by duly
authorized representatives as of the dates below.
AGREED BY:
RATEXCHANGE, INC. SCIENCE APPLICATIONS INTERNATIONAL
CORPORATION
By: /s/ Paul Wescott By: /s/ Edward J. Bennett
------------------------------------ ------------------------------------------
Name: Paul Wescott Name: Edward J. Bennett
------------------------------------ ------------------------------------------
Title: EVP/COO Title: Deputy Group Contracts Manager
------------------------------------ ------------------------------------------
Date: 3-10-00 Date: 3-13-00
------------------------------------ ------------------------------------------
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TERMS AND CONDITIONS
1. Services
(a) SAIC will perform the Services described in the Statement of Work,
set forth in Exhibit A.
(b) The Services will be performed on a "time and materials" basis.
SAIC will use reasonable efforts to accomplish the Services within the total
estimated price, which is set forth in Exhibit B. The amounts stated in Exhibit
B are estimates only.
(c) RateXchange shall have no obligation to make any payment to SAIC in
excess of the total estimated price, and SAIC shall have no obligation to
continue to perform work beyond the total estimated price, even if the Services
have not been completed. The parties may; by mutual written agreement, increases
the total estimated price.
(d) SAIC may take the following actions, in its reasonable discretion,
so long as SAIC does not exceed the total estimated price:
(i) Use fewer hours of one labor category and more hours of
another labor category or categories, and
(ii) vary the expenditures between the estimated labor amounts
and the other direct cost expenditures (for example, use more labor and less
travel).
2. Place of Performance
Unless otherwise provided in this Agreement, the Services shall be
performed primarily at SAIC's place of business or such other place as shall be
mutually agreed by the parties.
3. Effective Date: Term
This Agreement shall be effective as of the date first above written
(the "Effective Date"), and shall continue in full force and effect until the
Services have been completed, the total estimated price has been reached, or the
Agreement has been terminated in accordance with Paragraph 10 hereof.
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4 Payment Terms
(a) The amount to be paid to SAIC for labor shall be computed by
multiplying the applicable hourly billing rate set forth in Exhibit B by the
number of direct hours performed. Fractional parts of an hour shall be payable
on a prorated basis. The labor hour billing rates set forth in Exhibit B shall
be effective through December 31, 2000, at which time such rates shall be
subject to renegotiations.
(b) RateXchange shall reimburse SAIC for all materials purchased
exclusively for use in performing the Services, as well as for all reasonable
travel expenses and miscellaneous out-of-pocket expenses incurred in connection
with performing the Services. These expenses shall be subject to the
administrative and overhead charges provided in Exhibit B.
(c) SAIC shall provide an Invoice to RateXchange every four weeks or as
set forth in Exhibit B for Services performed and expenses incurred by SAIC
pursuant to this Agreement. Invoiced amounts are immediately due and payable by
either electronic funds transfer (EFT) or by mail to the following location(s):
If RateXchange chooses to use EFT capabilities; use the following
address:
Science Applications International Corporation
Bank of America San Francisco
Account No. 14520-00006
ABA No. 12100358
Telegraphic Abbreviation: BNKAMER
Reference: Project Number(s) and Invoice Number(s)
If RateXchange chooses not to use EFT capabilities, use the following
address:
Science Applications International Corporation
Drawer CS 198347
Atlanta, GA 30384-8347
Reference: Project Number(s) and Invoice Number(s)
(d) If RateXchange fails to pay the total of such invoiced fees and
costs within thirty (30) days of such invoice, interest compounded at the rate
of one percent (1%) per month shall be charged on all amounts unpaid and
outstanding. If RateXchange falls to make any payment to SAIC as and when
required hereunder, SAIC have the right, in addition to its other rights and
remedies, to cease further performance of the Services hereunder.
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5. Resources to be Provided by RateXchange
RateXchange shall provide, maintain and make available to SAIC, at
RateXchange's expense and in a timely manner, the following resources, and such
other additional resources, as SAIC may from time to time reasonably request in
connection with SAIC's performance of the Services:
(a) Qualified RateXchange personnel or representatives who will be
designated by RateXchange to consult with SAIC on a regular basis in connection
with the Services, as well as documentation or other information necessary to
perform the Services.
(b) Access to RateXchange's premises and appropriate workspace for SAIC
personnel at RateXchange's premises as necessary for performance of those
portions of the Services to be performed at RateXchange's premises.
6. Confidentiality
The provisions of that certain Confidentiality Agreement, dated as of
February 2, 2000, between SAIC and RateXchange (the "NDA") shall apply to the
exchange of Confidential information pursuant to this Agreement except that, for
purposes of integrating the terms of the NDA into this Agreement, Section 3 of
the NDA shall be deleted in its entirety, and replaced with the following:
3. As used herein, "Confidential Information" means all
information and material concerning a Party, its affiliates, and
subsidiaries, which is proprietary to such Party, which (i) is
marked or otherwise identified as "confidential" or
"proprietary," (ii) is disclosed to or obtained by the other
Party, and (iii) relates to the disclosing Party's past,
present, or future research, development, or business
activities. Confidential Information includes, but is not
limited to, all of the following types of information or other
information of a similar nature: designs, drawings,
specifications, techniques, models, data, maskworks, source
code, object code, documentation, diagrams, flow charts,
research, development, processes, procedures, "know-how," new
product or new technology information, produce prototypes,
product copies, manufacturing, development, or marketing
techniques and material, development or marketing timetables,
strategies, and development plans, including trade names,
trademarks, customer, supplier, or personal names and other
information related to customers, suppliers, or personnel,
pricing policies, and financial information, whether or not
reduced to writing or other tangible form, and any other trade
secrets or nonpublic business information. Confidential
Information also includes any information described above which
a Party receives from the other Party which the disclosing Party
treats a proprietary or designates as Confidential Information,
whether or not owned or developed by the Disclosing Party.
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7. Intellectual Property
(a) RateXchange and SAIC shall each retain ownership of, and all right,
title and interest in and to, their respective, pre-existing intellectual
property (IP), and no license therein, whether express or implied, is granted by
this Agreement or as a result of the Services performed hereunder. To the extent
the parties wish to grant to the other rights or interests in pre-existing IP,
separate license agreements on mutually acceptable terms will be executed.
(b) RateXchange shall take title to and ownership of all deliverable
items listed in Exhibit A. However, SAIC shall retain in such deliverable items
a non-exclusive, royalty-free, paid up, worldwide, perpetual license (with right
to sublicense), for any and all purposes; provided that, to the extent such
deliverable item incorporates the confidential or proprietary information of
RateXchange, SAIC shall be bound by the confidentiality obligations set forth in
Paragraph 6 above. The Services performed and any deliverable items produced
pursuant to this Agreement are not "works for hire."
(c) Except as provided in Paragraph 7(b) above, any invention (whether
patentable or not), work of authorship, or other IP created by SAIC in
connection with performing the Services hereunder shall be owned by SAIC, and
all right, title and interest therein shall be retained by SAIC. To the extent
such non- deliverable IP is needed for the proper use and enjoyment of a
deliverable item, SAIC grants to RateXchange a non-exclusive, non-transferable,
perpetual, royalty-free license to use such non-deliverable IP for its internal
business purposes only.
(d) SAIC may use any general know-how, techniques, ideas, concepts,
algorithms, or other knowledge acquired or developed during the performance of
this Agreement on behalf of itself and its future customers. SAIC may perform
the same or similar services for others, provided that any RateXchange
Confidential Information is treated in accordance with Paragraph 6 above. In the
event that SAIC is requested to perform similar services for any customer,
developing, operating, or participating in an online exchange or substantially
similar business (a "Competitor"), SAIC, prior to performing any substantive
work for such Competitor, shall promptly notify RateXchange of the request in
writing (the "Competitor Notice"). The Competitor Notice shall describe the
general nature of the Competitor's business and the type of services SAIC has
been requested to perform for it in sufficient detail for RateXchange to
determine whether any of its Confidential Information is a risk of disclosure in
connection with the proposed engagement. Prior to performing the services
requested by a competitor, SAIC shall (i) obtain RateXchange's written
confirmation that it has received the Competitor Notice, (ii) hold an internal
briefing of the SAIC team to be assigned to the Competitor's engagement to
restate the confidentiality and
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proprietary aspects of the RateXchange solution, and (iii) establish procedures
that segregate and prevent disclosure of RateXchange Confidential Information.
Notwithstanding anything to the contrary elsewhere in this Agreement, the
notification obligations created by this Section 7(d) shall survive the
termination of this Agreement for a term concurrent with the term of
Confidentiality Agreement referenced in Section 6.
8. Taxes
RateXchange shall be solely responsible for the collection and payment of
any and all sales, use, value added, excise, import, privilege or other similar
taxes or payments in lieu thereof, including interest and penalties thereon,
imposed by any authority, government or governmental agency arising out of or in
connection with the performance of the Services by SAIC (other that those levied
on SAIC's income), and RateXchange shall make such withholdings and payments,
and timely file any return or information required by treaty, law, rule or
regulation.
9. Personnel
Personnel will at all times be considered employees or agents of the
party providing such personnel and will not for any purpose be considered
employees or agents of the other party. Each party shall assume full
responsibility for the actions or inactions of the personnel it provides, and
shall be solely responsible for the supervision, direction, control, salaries,
workers' compensation coverage, disability and other insurance, benefits, and
all other obligations required by law relating to its personnel.
10. Termination
Either party may terminate this Agreement for any reason upon 180 days'
prior written notice to the other party. Termination under this paragraph will
not affect payment obligations incurred under this Agreement for Services
performed prior to the effective date of termination, and for any costs
incurred, including without limitation commitments to purchase products or
services from third parties which were entered into by SAIC in the course of
performance hereunder prior to the effective date of termination; provided
however, (i) SAIC shall use its best efforts to eliminate and reduce such costs
and (ii) such purchases shall not be used by SAIC for any other purpose or for
other customers. Such reimbursable costs may include, but are not limited to,
cancellation fees, minimum consulting fees, and non-refundable charges or fees
for third party products or services.
11. Effect of Termination
Upon termination of this Agreement, each party shall promptly return to
the other any and all personal property and Confidential Information of the
other held by such party.
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12. Warranties
(a) SAIC warrants that the Services provided under this Agreement shall
be performed with that degree of skill and judgment normally exercised by
recognized professional firms performing services of the same or substantially
similar nature. The exclusive remedy for any breach of the foregoing warranty
shall be that SAIC, at its own expense, and in response to written notice of a
warranty claim by RateXchange within 90 days after customer acceptance of the
Services at issue, shall, at its own option, either (1) re-perform the Service
to conform to this standard within reasonable time; or (2) refund to RateXchange
amounts paid for non-conforming Services.
(b) SAIC specifically disclaims any other express or implied standards,
guarantees, or warranties, including any warranties of merchantability or
fitness for a particular purpose, or any warranties that may be alleged to arise
as a result of custom or usage. Notwithstanding anything to the contrary
contained in this Agreement SAIC disclaims any warranty, responsibility, or
liability for the "Year 2000" compliance or functionality of RateXchange's
hardware, software, firmware, or computer systems.
(c) RateXchange represents and warrants to SAIC that it has the right
to use, disclose and disseminate the information, specifications and data that
it has provided or will provide to SAIC in order for SAIC to perform the
Services and to create the deliverables, if any, identified in Exhibit A.
RateXchange further represents and warrants that, to the best of its knowledge,
possession and use of that information, specifications and data by SAIC under
the terms and conditions of this Agreement will not constitute an infringement
upon any patent, copyright, trade secret, or other intellectual property right
of any third party.
(d) SAIC represents and warrants that, to the best of its knowledge,
its Services and the provisioning of such Services will not constitute an
infringement upon any patent, copyright, trade secret, or other intellectual
property of any third party.
13. Limitation of Liability
(a) SAIC's total liability to RateXchange for any and all liabilities,
claims or damages arising out of or relating to this Agreement, howsoever caused
and regardless of the legal theory asserted, including breach of contract or
warranty, tort, strict liability, statutory liability or otherwise, shall not,
in the aggregate, exceed the amount actually paid to SAIC under this Agreement.
(b) In no event shall either SAIC or RateXchange be liable to the other
for any special, indirect, incidental or consequential damages (including, but
not limited to, lost profits, lost business opportunities, loss of use or
equipment down time, and loss of or corruption to date) arising out of or
relating to this
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Agreement, regardless of the legal theory under which such damages are sought,
and even if the parties have been advised of the possibility of such damages or
loss.
(c) Any claim by RateXchange against SAIC relating to this Agreement,
other that in warranty, must be made in writing and presented to SAIC within one
year after the earlier of: (1) the date on which the RateXchange accepts the
deliverable(s) at issue; or (2) the date on which SAIC completes performance of
the Services specified in this Agreement.
14. Non-Waiver of Rights
The failure of either party to insist upon performance of any provision
of this Agreement, or to exercise any right, remedy or option provided herein,
shall neither be construed as a waiver of the right to assert any of the same or
to rely on any such terms or conditions at any time thereafter, nor in any way
affect the validity of this Agreement.
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15. Severability
If any covenant, condition, term, or provision contained in this
Agreement is held or finally determined to be invalid, illegal, or unenforceable
in any respect, in whole or in part, such covenant, condition, term, or
provision shall be severed from this Agreement, and the remaining covenants,
conditions, terms and provisions contained herein shall continue in force and
effect, and shall in no way be affected, prejudiced to disturbed thereby.
16. Conflicting Provisions
This Agreement and all of the exhibits, schedules, and documents attached
hereto are intended to be read and construed in harmony with each other, but in
the event any provision in any attachment conflicts with any provision of this
Agreement, then this Agreement shall be deemed to control, and such conflicting
provision shall be deemed removed and replaced with the governing provision
herein.
17. Assignment
Neither party may sell, assign, transfer, or otherwise convey any of its
rights or delegate any of its duties under this Agreement without the prior
written consent of the other party, which consent may not be unreasonably
withheld. Notwithstanding the foregoing, SAIC may without violation of this
paragraph engage the services of independent contractors to assist in the
performance of its duties hereunder.
18. Applicable Law
This Agreement shall be governed by and construed under the laws of the
Commonwealth of Virginia, without regard to its laws relating to conflict or
choice of laws. Venue to be selected by the defending party.
19. Interpretation
The captions and headings used in this Agreement are solely for the
convenience of the parties, and the text of the Agreement shall govern in the
event of any conflict or ambiguity. or doubtful interpretation shall be
construed against the drafter.
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20. Disputes
RateXchange and SAIC agree to first enter into negotiations to resolve
any controversy, claim or dispute ("dispute") arising under or relating to this
Agreement. The parties agree to negotiate in good faith to reach a mutually
agreeable resolution of such dispute within a reasonable period of time. If good
faith negotiations are unsuccessful, RateXchange and SAIC agree to resolve the
dispute by binding and final arbitration in accordance with the Commercial
Arbitration Rules of the American Arbitration Association then in effect. The
arbitration shall take place in the County of San Diego, State of California.
The arbitrator(s) shall be bound to follow the provisions of this Agreement in
resolving the dispute, and may not award punitive damages. The decision of the
arbitrator(s) shall be final and binding on the parties, and any award of the
arbitrator(s) may be entered or enforced in any court of competent jurisdiction.
21. Force Majeure
Neither party shall be liable for any failure of or delay in performance
of its obligations under this Agreement to the extent such failure or delay is
due to circumstances beyond its reasonable control, including, without
limitation, acts of God, acts of a public enemy, fires, floods, wars, civil
disturbances, sabotage, accidents, insurrections, blockades, embargoes, storms,
explosions, labor disputes (whether or not the employees' demands are reasonable
and within the party's power to satisfy), acts of any governmental body, failure
or delay of third parties or governmental bodies from whom a party is obtaining
materials, equipment, or transportation (collectively referred to herein as
"Force Majeure"). Each party shall use its reasonable efforts to minimize the
duration and consequences of any failure of or delay in performance resulting
from a Force Majeure event.
22. Multiple Copies or Counterparts of Agreement
The original and one or more copies of this Agreement may be executed by
one or more of the parties hereto. In such event, all of such executed copies
shall have the same force and effect as the executed original.
23. Notices
All notices or other written communication required or permitted to be
given under any provision of this Agreement shall be deemed to have been given
by the notifying party if mailed by certified mail, return receipt requested, to
the receiving party addressed to its or his mailing address set forth on the
first page of this Agreement, or such other address as the parties may designate
in writing to the other parties. Additionally, notices sent by any other means
(i.e., facsimile, overnight delivery, courier, etc.) may be acceptable subject
to written confirmation of both the transmission and receipt of the notice.
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24. Relationship of Parties
SAIC is an independent contractor in all respects with regard to this
Agreement. Nothing contained in this Agreement shall: (1) authorize or empower
either party to act as partner or agent of the other party in any manner; (2)
authorize, or empower or deem one party to assume or create any obligation or
responsibility whatsoever, express or implied, on behalf of or in the name of
any other party, or (3) authorize, empower or deem a party to bind any other
party in any manner or make any representation, warranty, covenant, agreement,
or commitment on behalf of any other party.
25. Third Party Beneficiaries
This Agreement does not create, and shall not be construed as creating,
any rights or interests enforceable by any person not a party to this Agreement.
26. Waiver or Modification
This Agreement may be modified, or part or parts hereof waived, only by
an instrument in writing specifically referencing this Agreement and signed by
an authorized representative of the party against whom enforcement of the
purported modification or waiver is sought.
27. Entire Agreement
This Agreement, including Exhibits A and B, which are hereby incorporated
by reference, constitutes the entire agreement and understanding between the
parties and supersedes and replaces any and all prior or contemporaneous
proposals, agreements, understandings, commitments or representations of any
kind, whether written or oral, relating to the subject matter hereof or the
Services to be performed hereunder.
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Exhibit A
Statement of Work
This is a Task Order based Professional Services Agreement. Each RateXchange
approved Task Order will constitute an addendum to this Exhibit.
(a) Only a duly authorized representative of the RateXchange may place
orders hereunder. A duty authorized representative is defined as an individual
who has the authority to obligate the RateXchange's resources in fulfilling the
task.
(b) The information contained in each Task Order respecting service
prices, labor categories/hours, period of performance, and the Not-To-Exceed
Price shall be the result of a negotiated agreement reached by the parties in
advance of Task Order issuance.
(c) All Task Orders issued hereunder are subject to the terms and
conditions of this Professional Service Agreement. The Professional Services
Agreement shall control in the event of conflict with any Task Order. A Task
Order shall be "issued" for purposes of this Agreement at the time received by
SAIC, whether by mail, or, if transmitted by other means.
(d) Task Orders may be modified by written agreement between
RateXchange's dully authorized representative and SAIC.
(e) Task Orders define labor only. Materials and other direct costs,
such as travel, will be reimbursed of an actual cost basis and shall not exceed
twenty (20%) percent of the agreed upon Task Order value without prior approval
of the RateXchange's duty authorized representative. Actual cost basis is
defined as actual plus applicable general and administrative costs. SAIC shall
support all material cost claims by submitting copies of invoices, receipts,
expense reports, or other reasonable substantiation. All travel, and costs
associated with travel, will be done in the most reasonable cost efficient
manner.
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Exhibit B
Labor Categories and Rate Schedule
The following schedule defines initial labor categories and billing rates. This
table will be reviewed concurrent with the issue of each Task Order and will be
amended as necessary in order to accurately align the staffing resources with
the requirements of each Task Order. Modifications are subject to the agreement
of SAIC and the RateXchange.
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Labor Categories and Rate Schedule
Position 2000 Hourly Rate
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SAIC
An Employee-Owned Company
Exhibit A
Work Statement for RateXchange
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1. SCOPE OF SERVICES
As described in this Work Statement (WS), SAIC will provide the Services
necessary to [***] SAIC will also provide the Services necessary to [***]
The scope of effort under this WS includes Services in support of three Work
Areas (WAs).
WA1. [***]
WA2. [***]
WA3. [***]
The general scope of work includes all efforts related to accomplishment of the
above WAs. Section 2, Description of Services defines the services to be
provided under this WS. Additional or revised services/functions may be
requested by RateXchange, and will be provided by SAIC, following submission of
proposed changes to the WS (including changes to estimated costs, if any) and
receipt of written direction to proceed from RateXchange.
SAIC CONFIDENTIAL - RESTRICTED ACCESS
This document and the confidential information it contains shall be distributed,
routed or made available solely to authorized
persons having a need to know within SAIC and RateXchange,
except with written permission of SAIC.
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2. DESCRIPTION OF SERVICES
SAIC will provide Services in support of:
(a) WA1: [***]
1. [***]: Work with RateXchange, [***] and / or other vendors to [***] This
task includes [***]. Specific activities to be performed include:
a. [***]
b. [***]
c. [***]
d. [***]
e. [***]
f. [***]
2. [***]: [***] This includes [***]. Specific activities to be performed
include:
a. [***]
b. [***]
c. [***]
d. [***]
e. [***]
3. [***]: [***] Specific activities to be performed include:
a. [***]
(a) WA2: [***]
1. [***]: [***] Includes [***]. Specific activities to be performed include:
a. [***]
b. [***]
c. [***]
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d. [***]
e. [***]
f. [***]
g. [***]
h. [***]
i. [***]
j. [***] These efforts will include [***].
2. [***]: [***] Specific activities to be performed include:
a. [***]
b. [***]
3. [***]: [***]
a. [***]
b. [***]
c. [***]
4. [***]: [***] Specific activities to be performed include:
a. [***]
b. [***]
c. [***]
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5. [***]: [***] Specific activities to be performed include:
a. [***]
b. [***]
c.
(b) WA3: [***]
1. [***]: [***] Specific activities to be performed include:
a. [***]
b. [***]
c. [***]
d. [***]
e. [***]
f. [***]
g. [***]
2. [***]: [***] Specific activities to be performed include:
a. [***]
b. [***]
c. [***]
d. [***]
3. [***]: [***] Specific activities to be performed include:
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a. [***]
b. [***]
c. [***]
d. [***]
e. [***]
f. [***]
g. [***]
3. YEAR 2000 SERVICES
For Year 2000 service provisions, please refer to Professional Services
Agreement.
4. RATEXCHANGE RESPONSIBILITIES
For purposes of SAIC's performance under this WS, RateXchange shall provide or
arrange for the provision of the following [***] under this WS:
1. RateXchange and it customers shall [***].
2. [***]
3. RateXchange shall [***] and shall provide the following to SAIC:
* [***]
* [***]
* [***]
* [***]
5. ASSUMPTIONS
SAIC's performance and the estimated amounts provided in Section 6 under this WS
are based upon the following assumptions:
This estimate is for the initial rollout defined as follows:
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Quarter Site
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1. Trade / circuit assumptions (based on "delivery Hub Requirements Rev. 1.1
Nov. 2, 1999" with assumed factors for number of trades after 2000);
Circuit Quantities per Hub
DS1 DS3 E1 E3 OC3 OC12
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2000 [***] [***] [***] [***] [***] [***]
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2001 [***] [***] [***] [***] [***] [***]
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2002 [***] [***] [***] [***] [***] [***]
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2003 [***] [***] [***] [***] [***] [***]
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2004 [***] [***] [***] [***] [***] [***]
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Total number of Trades
Year During Year
-------------------------------------
2000 [***]
2001 [***]
2002 [***]
2. [***]
3. SAIC and RateXchange work together to [***]
4. [***]
5. [***] impacts of any changes will be assessed and recommended changes to
require resources would be made, along with costs changes, if any.
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6. [***]
7. [***]
8. RateXchange will authorize star of work [***].
9. [***]
10. RateXchange will[***].
11. [***]
12. [***] SAIC's responsibilities will be [***].
13. [***]
14. [***]
15. [***]
16. [***]
17. [***]
18. [***]
19. [***]
20. [***]
21. Execution of this WS constitues full authorization to begin work and make
commitments defined in the WS, including, but not limited to, [***].
22. [***]
23. [***]
24. [***]
25. [***]
26. [***]
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6. FEES AND PAYMENTS
(a) ESTIMATED AMOUNTS: SAIC estimates that the Services described above can be
provided within the following estimate amounts, [***]. This estimate is based on
data provided by RateXchange and the assumptions given in section 5. It includes
charges for [***]. Based on the above stated conditions and assumptions, SAIC
estimates the total price for the Services stated in this WS to be:
2000 2001 2002 3 year Total
--------------------------------------------------------------------------------
WA1: [***] [***] $[***] [***] [***] $[***]
[***] $[***] $[***] $[***] $[***]
[***] $[***] $[***] $[***] $[***]
------------------------------------------------------------
Total $[***] $[***] [***] $1,620,000
WA2: [***] [***] $[***] [***] [***] $[***]
[***] $[***] [***] [***] $[***]
[***] $[***] $[***] $[***] $[***]
[***] $[***] $[***] $[***] $[***]
[***] [***] [***] [***] [***]
------------------------------------------------------------
Total $[***] $[***] [***] $2,444,000
WA3: [***] [***] $[***] $[***] [***] $[***]
[***] $[***] $[***] $[***] $[***]
[***] $[***] $[***] $[***] $[***]
------------------------------------------------------------
Total $[***] $[***] $[***] $3,091,000
------------------------------------------------------------
* [***]
** [***]
Although each WA is listed seperately, changes to tasks within one or more WAs
may necessitate price changes in other areas. In addition [***].
The estimates provided above [***].
Services under this WS shall be provided on a [***]. The amounts stated above
are estimates only. [***]
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[***]
(b) BILLING: RateXchange shall pay SAIC for the Services on the following basic:
Labor: All labor shall be reimbursed [***]
# Labor Category Title 2000 2001 2002
--------------------------------------------------------------------------------
1 $[***] $[***] $[***]
2 $[***] $[***] $[***]
3 $[***] $[***] $[***]
4 $[***] $[***] $[***]
5 $[***] $[***] $[***]
6 $[***] $[***] $[***]
7 $[***] $[***] $[***]
8 $[***] $[***] $[***]
9 $[***] $[***] $[***]
10 $[***] $[***] $[***]
11 $[***] $[***] $[***]
12 $[***] $[***] $[***]
13 $[***] $[***] $[***]
14 $[***] $[***] $[***]
15 $[***] $[***] $[***]
16 $[***] $[***] $[***]
17 $[***] $[***] $[***]
18 $[***] $[***] $[***]
19 $[***] $[***] $[***]
20 $[***] $[***] $[***]
21 $[***] $[***] $[***]
20 $[***] $[***] $[***]
22 $[***] $[***] $[***]
An overtime premium rate of [***] shall be paid for employees working in excess
of [***].
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2. Other Direct Cost and Materials[***]
[***]
(no amounts have been included for miscellaneous Other direct costs, which may
be required during performance)
[***]
[***]
(No specific requirements for Material and Subcontracts have been identified for
performance of the services, and no costs have been included in the Estimated
Amounts for any miscellaneous Material and subcontracts costs that may be
required during performance)
3. [***]: Use of [***] shall be subject to the following fees:
[***] Non-recurring Recurring Charge
Charge per [***]
----------------------------------------------------------
[***] $[***] $[***]
[***] [***] [***]
[***] [***] [***]
The above amounts are included in the estimated amounts specified above (except
for items to be determined which will be added through [***].
7. TERM AND SCHEDULE OF SERVICES
The term of this WS shall be assumed to be from [***]. However, the schedule
start date is contingent on [***].
The following schedule is provided for information and planning purposes only
until such time as a detailed project schedule is developed and agreed upon in
writing by SAIC and RateXchange ("Definitive Project Schedule"). SAIC and
RateXchange will work cooperatively toward developing the Definitive Project
Schedule.
Activity Approximate Time
ARO
WA1 [***]
* [***] [***]
* [***] [***]
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Activity Approximate Time
ARO
* [***] [***]
* [***] [***]
* [***] [***]
* [***] [***]
WA2 [***]
* [***] [***]
* [***] [***]
* [***] [***]
* [***] [***]
* [***] [***]
* [***] [***]
* [***] [***]
* [***] [***]
WA3 [***]
* [***] [***]
* [***] [***]
* [***] [***]
* [***] [***]
* [***] [***]
* [***] [***]
* [***] [***]
* [***] [***]
8. LOCATION OF SERVICES
Unless otherwise specified and agreed to in writing by RateXchange and SAIC,
SAIC shall provide the Servics at [***], and at [***].
9. SAIC'S CONTACT(S)
<TABLE>
<CAPTION>
Technical Contact Administrative Contact
<S> <C>
Name: Randy Goins Name: Barry Elliott
Title: Program Manager Title: Senior Contacts Representative
Science Applications International Corporation Science Applications International Corporation
10260 Campus Point Drive 10260 Campus Point Drive
San Diego, CA 92121 San Diego, CA 92121
Telephone: 858-826-9396 Telephone: 858-826-5554
Fax: 858-826-9310 Fax: 858-826-5640
Email: [email protected] Email: [email protected]
10. RATEXCHANGE'S CONTACT(S)
Technical Contact Administrative Contact
Name: Dave Mitchell Name:
Title: Vice President, Network Title:
RateXchange RateXchange
</TABLE>
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185 Berry Street, Suite 3515 185 Berry Street, Suite 3515
Telephone: 415-371-9808 Telephone: 415-371-9808
Fax: 415-371-9801 Fax: 415-371-9801
Email: [email protected] Email:
11. ADDITIONAL TERMS AND CONDITIONS
This Work Statement is subject to the Terms of the Master Agreement and the
additional term and conditions contained in this section.
(a) Initial period of performance under this Work Statement shall be [***].
SAIC is currently in the process of converting pricing for recurring services
from [***]. The parties to this Work Statement agree to the terms of the Master
Agreement and this Work Statement and further represents that this Work
Statement is executed by duly authorized representatives as of the dates below.
AGREED BY:
RATEXCHANGE, INC. SCIENCE APPLICATIONS
(Technical) INTERNATIONAL CORPORATION
By: /s/ Tim Sledge By: /s/ EDWARD J. BENNETT
Name: Tim Sledge Name: EDWARD J. BENNETT
Title: Networks Operations Mgr. Title:Assistant VP Administration
Date: 3-10-00 Date: 3-13-00
AGREED BY:
RATEXCHANGE, INC.
(Contract)
By: /s/ Paul Wescott
Name: Paul Wescott
Title: EVP/C00
Date: 3-10-00
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Attachment A. Resource Reporting and Control Process
The Resource Reporting and Control Process as described in this attachment will
be implemented as part of the overall Project Management efforts on this
Program. The Objective of this process is to enable a mutual understanding of
the resources applied for accomplishment of the SAIC task efforts required in
support of SAIC's RateXchange functions as defined in this Work Statement.
Activities to be performed as part of this process are as illustrated and
described below.
[GRAPH OMITTED]
1. Planning--Planning consists of determining/Revising the tasks/milestones to
be accomplished and associated schedules, Initial tasks will be based on those
defined in Section 2 of this Work Statement and the schedules as contained in
Section 7. Tasks will be defined at level of Detail analogous to that contained
in Section 2: each Work Area is divided into a number of specific tasks, which
are then subdivided into a set of sub-task efforts. Progress against the
sub-task efforts is then monitored as part of the "Control" process described
below. To facilitate communication, tasks/schedules will be maintained in MS
Project unless otherwise agreed).
2. Budgeting--Based on the tasks to be accomplished and the required schedules,
resources to be applied will be estimated in terms of number of staff and
associated $amounts. The results of this activity will be establishing/revising
the estimated dollars budgeting for expenditure on a [***]. The initial budget
numbers will be based on the tasks and estimated amounts contained in this Work
Statement. For budgeting/control
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purposes, staffing levels and dollar amounts will be budgeted at the same level
as originally estimated [***]. Project level reserves may be established to
recognize budget amounts that may not be needed at the current time, but could
be required based on future events.
The following table illustrates the format to be used for the budgeting and
control process.
Period of
Tasks Performance Budget Reserve
--------------------------------------------------------------------------------
WA1 [***]
--------------------------------------------------------------------------------
Current per [***] [***]
--------------------------------------------------------------------------------
Headcount Budget 0.0
Actual 0.0
Variance 0.0
--------------------------------------------------------------------------------
$Cost Budget $0.0K
Actual $0.0K
Variance $0.0K
\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\
Cumulative [***]
--------------------------------------------------------------------------------
Budget Headcount 0.0
Actual 0.0
Variance 0.0
--------------------------------------------------------------------------------
Budget $Cost $0.0K
Actual $0.0K
Variance $0.0K
--------------------------------------------------------------------------------
Current per [***]
--------------------------------------------------------------------------------
Headcount Budget 0.0
Actual 0.0
Variance 0.0
--------------------------------------------------------------------------------
$Cost Budget $0.0K
Actual $0.0K
Variance $0.0K
\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\
Cumulative [***]
--------------------------------------------------------------------------------
Headcount Budget 0.0
Actual 0.0
Variance 0.0
--------------------------------------------------------------------------------
$Cost Budget $0.0K
Actual $0.0K
Variance $0.0K
3. Control--Following receipt of each [***] the SAIC and RateXchange project
managers will revise and discuss the accomplishments and costs for the period
just ended. The period costs vs. budget and cumulative cost vs. budget will be
analyzed to determine causes for any variance. If the budgeted dollar amount has
been exceeded, the SAIC project manager will take steps designed to preclude
future variances. The results of the review will serve as the basis for
replanning for the next and remaining periods, including both tasks to be
accomplished and dudgeted resources.
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Attachment 2. Invoice Format Sample
RateXchange
SAIC
INVOICE NO. 1
--------------------------------------------------------------------------------
CURRENT PERIOD CHARGES $ 000,000.00
--------------------------------------------------------------------------------
TOTAL CUMULATIVE CHARGES 0,000,000.00
--------------------------------------------------------------------------------
CUMULATIVE AMOUNTS PAID 0,000,000.00
--------------------------------------------------------------------------------
AMOUNT DUE $ 000,000.00
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Current Period
Labor/Parties Rate Hours Dollars
<S> <C> <C> <C> <C>
1 [***] $[***] 0.00 $ 0,000.00
2 [***] $[***] 0.00 $ 0,000.00
3 [***] $[***] 0.00 $ 0,000.00
4 [***] $[***] 0.00 $ 0,000.00
5 [***] $[***] 0.00 $ 0,000.00
6 [***] $[***] 0.00 $ 0,000.00
7 [***] $[***] 0.00 $ 0,000.00
8 [***] $[***] 0.00 $ 0,000.00
9 [***] $[***] 0.00 $ 0,000.00
10 [***] $[***] 0.00 $ 0,000.00
11 [***] $[***] 0.00 $ 0,000.00
12 [***] $[***] 0.00 $ 0,000.00
13 [***] $[***] 0.00 $ 0,000.00
14 [***] $[***] 0.00 $ 0,000.00
15 [***] $[***] 0.00 $ 0,000.00
16 [***] $[***] 0.00 $ 0,000.00
17 [***] $[***] 0.00 $ 0,000.00
18 [***] $[***] 0.00 $ 0,000.00
19 [***] $[***] 0.00 $ 0,000.00
20 [***] $[***] 0.00 $ 0,000.00
21 [***] $[***] 0.00 $ 0,000.00
22 [***] $[***] 0.00 $ 0,000.00
--------------
$ 0,000.00
--------------
Overtime and Shift Premiums
$ 0,000.00
TOTAL LABOR CHARGES -------------
Other Direct Costs(ODCs) $ 0,000.00
Material & Subcontracts (M&S) $ 0,000.00
Data Center Resource Charges $ 0,000.00
TOTAL CHARGES FOR Non-Labor Support $ 0,000.00
-------------
TOTAL CHARGES FOR PERIOD $ 0,000.00
=============
</TABLE>
-----------------------------------------
[***]
PLEASE REMIT PAYMENT TO:
ATTN: Kathy Hughes, Cash Receipts
10260 Campus Point Drive
Mail Stop F2
San Diego, CA 92121
Refer questions to: Suzanne Christensen
(858) 826-5391
-----------------------------------------
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