Exhibit A
ClientCompanyName
Project GSA 128
Statement of Work
BIDDERCOMPANYNAME Team
Version 1.0
March 30, 2000
____________________________________
Frank Lara, Director of QA
Table of Contents
1. Introduction *Introduction
1.1 Description of this Document
This Reverse Engineering Test Plan provides an outline of the reverse engineering testing strategy, between BIDDERCOMPANYNAME and ClientCompanyName, for the 128 encryption project.
BIDDERCOMPANYNAME Certification Packages for itemized features to be tested (see appendix A)
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Date |
Author |
Revision History |
|
3/30/2000 |
Frank Lara |
Draft V1.0 |
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Department |
Person |
Date |
Signature |
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Engineering |
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Quality Assurance |
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BIDDERCOMPANYNAME - Management |
A table of features to be tested is attached to this document, Appendix A – Test Completion Schedule. This will define the scope of the reverse engineering and testing effort. These were provided by ClientCompanyName along with an initial top prioritization of ten specific features, noted in the "Notes" column of that table. The initial walkthrough of each feature provided the basis for sizing of individual testing efforts. A closer follow-up led to the estimate of hours required for reverse engineering, test case development, data setup and initial run of tests for each feature. The table points out several assumptions concerning the total project effort:
An additional 150-200 hours can be anticipated for complete regression testing and final certification. This projects a total time frame of some eight weeks for the entire effort. A variable that is presently unknown in this projection is the total amount of time necessary for data setup. Unforeseen problems in dealing with sheer volume of testing, or problems related to ClientCompanyName specific data setup might extend completion of the project beyond this rough estimate. Every effort will be made to enlist the expertise of ClientCompanyName personnel in overcoming such problems as early and as easily as possible.
Reverse Engineering testing will be performed to verify that each function works as documented in the reverse engineered test scripts. BIDDERCOMPANYNAME will test functions at ClientCompanyName, as documented in the standard BIDDERCOMPANYNAME Certification Packages. BIDDERCOMPANYNAME and ClientCompanyName may select a sub-set of these test cases, to demonstrate that each feature of the 128 encryption build executes successfully, as specified by the reverse engineered test scripts.
A QA Summary and Defect Control List will be reviewed at this time, and the results of the initial reverse engineering testing effort will be reviewed.
A ClientCompanyName QA Engineer may work with the BIDDERCOMPANYNAME test team, during the execution of test cases, to become familiar with BIDDERCOMPANYNAME test cases and systme functionality.
At the end of this testing effort, a formal meeting will be conducted by the ClientCompanyName Program Manager and BIDDERCOMPANYNAME representative(s) to get a preliminary sign-off.
A formal sign-off will be done, at the successful completion of the ClientCompanyName regression test.
CLIENTCOMPANYNAME is providing a set of "pre-packaged projects containing data from which tests can be run. If additional data is required, it will be generated as part of individual test setups. Testing timeframes assume that data can be reset as necessary and that new test data can be preserved. If data setup requirements prove difficult to the point of jeopardizing completing tests in a timely manner, the test manager will be notified.
The following are the hardware, operating systems and browsers that will be provided to the BIDDERCOMPANYNAME team. A sub-set of BPM test cases will be selected to be executed on the various platforms.
The BPM application will be loaded and configured on a ClientCompanyName QA test environment. An initial smoke test of the application will be conducted by BIDDERCOMPANYNAME to determine that the application is ready for further testing and formal user acceptance testing. The selected QA environment will contain the desired release of the BPM application. No changes will be made to that release without the approval of the test team in order to preserve the integrity of the testing.
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Operating Systems |
Hardware Model |
Manufacture |
Modem |
|
Windows 95 |
P5-350 |
Gateway |
Dial-up-56K |
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Windows 98 |
Celeron 466 |
HP |
Intranet |
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NT |
P5-300 |
Gateway |
Intranet |
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Product |
Version |
Manufacture |
Description |
|
Internet Explorer HP Celeron 466-98 |
5.0 |
MS |
Internet Browser |
|
Netscape HP Celeron 466-98 |
4.7 |
Netscape |
Internet Browser |
The list of functions to be tested is specified in the "Test Completion Schedule" (Appendix A) at the end of this document. Functional testing is expected to be conducted to two stages. For each of these features, testing will be restricted to functionality associated with the flow of work across the screens of the application. This would include rules for choosing one flow over another and navigation decisions.
Quality Assurance Tasks Target Start Date Target End Date
Develop Test Cases 03/21/00 04/21/00
Functional Testing
Initial execution of test cases 04/24/00 04/28/00
2nd and 3rd run of test cases 05/01/00 05/12/00 or 5/15/00-6/2/00
Manage Software Defects 03/21/00 05/12/00
ClientCompanyName Sign-off 05/12/00 05/12/00
The following functionality is not currently scheduled to be tested as part of this plan:
The only functionality being tested under this plan is the exercising of workflow options and the associated screen navigation
CLIENTCOMPANYNAME provided BIDDERCOMPANYNAME with a comprehensive "tour" of the application and documentation of most key functional areas. There are approximately ten Feature Sets each with multiple screens and associated processing functionality. Attached is a spreadsheet of the scope of functionality encompassed by this engagement. BIDDERCOMPANYNAME would develop test cases for each of these feature sets and screens using the following process:
Test cases will be organized into certification packages for each functional test suite. Test cases will be designed using RR/RT test modeling techniques and the automated design of detailed test scripts to cover all functional variations. Ambiguities in the expected behavior of the system will be identified during the design process and resolved as quickly as possible. If the expected behavior does not coincide with the behavior of the current version of the product, the differences will be either specified as an intended difference or logged as a defect.
An early focus will be to execute all test cases at least once to ascertain the general correctness of the release and to produce the first round of defects for correction. Additional test runs will be conducted as necessary until all test cases executed successfully. For planning purposes, the schedule will anticipate three such runs, including the first run. Overlap of test runs is expected as corrections will be made to each subsystem and released to QA in stages.
The functional testing needs to occur over the combinations of OS and Browsers listed in section 5.2. However it is not required that all tests be executed against all combinations of OS and Browsers. The approach will be to design and execute test cases using specific OS/Browser combinations for specific functional areas. Thus for any specific OS/Browser, full functional testing will be accomplished for specific features. Selected tests for the remaining features will be executed against the same OS/Browser configuration.
Testing will therefore be conducted in three phases:
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Operating System |
Netscape |
Internet Explorer |
AOL |
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NT |
4.72 |
5.01 |
No |
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98 |
4.72 |
5.01 |
No |
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95 |
4.72 |
5.01 |
No |
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Mac |
No |
No |
No |
The above diagram shows the various platforms that QA will test on. The browsers to be tested are the latest IE and NS browsers with 128 encryption. There are no plans to test 56, 40, and 32 encrypted browsers. There are no plans to test against other versions of IE and NS or to test the AOL browser. 128 encryption on the Mac will not be tested.
The purpose of this testing effort is to ensure that BPM maintains current functionality in a 128 encryption production environment. Backward compatibility is not being addressed, with other encryption browsers (56, 42 and 30). This testing effort will also focus on capturing any hard coded hyperlinks that may be in the BPM code. QA will be attempting to capture most of the hard coded hyperlinks, but because there are many functional combinations to be exercised, not all hard coded hyperlinks may be found.
Compatibility issues and comparison analysis of Netscape versus Internet Explorer will not be done. However, in the process of testing BPM, defects will be written that may address compatibility issues. QA Engineers will not specifically test for this or write test cases for these compatibility issues, but will be aware of any current problems. A document was distributed that will be reviewed for information, but not specifically addressed. This project is strictly focused on 128 encryption and the functionality of BPM in this environment, against IE and NS 128 encryption browsers.
What are hard coded hyperlinks and how does this relate to the 128 encryption project? In a non-secured environment hyperlinks are identified as http:// and in a secured environment https://. Code may exist within the BPM application that is has a hard coded URL, for example, http:// ……/RFI, when executing a BPM RFI function. This code will not work in a secured environment and therefore must be replaced with a variable that can call http: or https: hyperlinks, depending whether the customer is signing on to a secured or non-secured environment. QA will be executing these hyperlinks, while exercising the functionality of the BPM application. The hyperlink will be transparent to the QA Engineer, but the functionality will either work or it will not work and this is the reason for a BPM full regression test.
A full regression will be done on the BPM application. There are 3 different QA Engineers working on different features of the application. Application features will be regression tested across the various operating systems.
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QA Engineer |
Week 1 |
Week 2 |
Week 3 |
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Aaron |
NT w/IE 5.01 |
98 w/IE 5.01 |
95 w/NS 4.72 |
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David |
95 w/IE 5.01 |
NT w/IE 5.01 |
98 w/NS 4.72 |
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Chris |
98 w/IE 5.01 |
95 w/IE 5.01 |
NT w/NS 4.72 |
The above configuration will allow us to execute 100% of BPM test cases against IE and NS and 100% against NT, 95 and 98. Approximately 75% of our customers are using IE and 25% NS. Our primary focus will be IE. No other ClientCompanyName products are being addressed for 128 encryption, only BPM
At the completion of functional testing, BIDDERCOMPANYNAME and ClientCompanyName will review all outstanding defects. The ClientCompanyName Director of QA will chair this meeting. If required, additional rounds of functional testing will be done.
All defects found will be tracked in the Siebel defect control system. Defect Reports will be generated and presented to the ClientCompanyName Program Manager. BIDDERCOMPANYNAME and ClientCompanyName will review these defects jointly, as required. Severity 1 and 2 defects, with a Priority 1 and 2, will be fixed by ClientCompanyName in a timely manner and retested in the ClientCompanyName test environment.
· Frank (ClientCompanyName Director of QA) - Responsible for the coordination of the testing effort within the ClientCompanyName QA test environment. He will work with the BIDDERCOMPANYNAME Team Lead and the ClientCompanyName Program Manager to ensure that the Project Team delivers a quality product.
· Josh (ClientCompanyName Product Marketing Manager) – A representative from the ClientCompanyName Marketing group will be involved to assist in the management of the project.
· Scott (ClientCompanyName Development Engineer) – A ClientCompanyName Development Engineer will be available to assist BIDDERCOMPANYNAME with any technical questions.
· Bill (ClientCompanyName QA Engineer and Test Coordinator) – Will work with the BIDDERCOMPANYNAME QA Team and will assist with the coordination of all testing activities.
· BIDDERCOMPANYNAME (QA Engineer(s)) - Will work with the ClientCompanyName QA Test Coordinator in executing the funcitional components of this test plan. ClientCompanyName and BIDDERCOMPANYNAME QA Engineers will execute all functional test cases, log all test results and compile reports. Logging the success or failure of testing efforts will be a joint effort between the ClientCompanyName Test Coordinator and BIDDERCOMPANYNAME testers.
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Test Suites |
Rev. Eng. |
T.C. Des. |
W/T - Rev. |
Setup |
First Pass Test |
Cert. |
Test Cases |
Vars. |
Quest. |
Who - BIDDERCOMPANYNAME |
Who - Guru |
Notes |
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Admin. |
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Company Profile |
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Photos Admin |
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28-Apr |
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28-Apr |
A. Carvell |
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Project Image |
27-Apr |
27-Apr |
27-Apr |
27-Apr |
27-Apr |
C. Saul |
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Project Profile |
2-May |
3-May |
4-May |
4-May |
4-May |
D. Fuller |
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Project Update Admin |
8-May |
8-May |
9-May |
9-May |
9-May |
D. Fuller |
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Deactivate Users |
8-May |
8-May |
9-May |
9-May |
9-May |
D. Fuller |
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User Admin |
3-May |
4-May |
5-May |
5-May |
5-May |
D. Fuller |
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Area Reference |
28-Apr |
28-Apr |
28-Apr |
28-Apr |
28-Apr |
C. Saul |
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Distribution Admin |
28-Apr |
28-Apr |
28-Apr |
28-Apr |
28-Apr |
C. Saul |
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Role Assignments |
28-Apr |
28-Apr |
28-Apr |
28-Apr |
28-Apr |
C. Saul |
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Cert. Payroll Admin |
3-May |
5-May |
8-May |
8-May |
8-May |
C. Saul |
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Cert Payroll Rates |
9-May |
10 M |
11 M. |
11 M. |
11 M. |
C. Saul |
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Global - Test together |
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{ Login |
27-Mar |
28-Mar |
28-Mar |
28-Mar |
28-Mar |
C. Saul |
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{ Projects |
" |
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C. Saul |
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{ Today |
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C. Saul |
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{ Logout |
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" |
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C. Saul |
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Server Attachments |
11-Apr |
13-Apr |
14-Apr |
14-Apr |
14-Apr |
D. Fuller |
*SPEC |
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Design Apps |
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Daily Contract Report |
17-Apr |
17-Apr |
18-Apr |
18-Apr |
18-Apr |
A. Carvell |
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Daily Traffic Report |
18-Apr |
18-Apr |
19-Apr |
19-Apr |
19-Apr |
A. Carvell |
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Non-Conformance |
22-Mar |
23-Mar |
24-Mar |
24-Mar |
24-Mar |
D. Fuller |
*SPEC |
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Field Observation |
23-Mar |
23-Mar |
24-Mar |
24-Mar |
24-Mar |
A. Carvell |
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Permit Tracking |
25-Apr |
25-Apr |
26-Apr |
26-Apr |
26-Apr |
A. Carvell |
*SPEC |
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Punch List |
24-Apr |
24-Apr |
25-Apr |
25-Apr |
25-Apr |
A. Carvell |
*SPEC |
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RFI |
27-Mar |
29-Mar |
30-Mar |
31-Mar |
31-Mar |
A. Carvell |
*SPEC |
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Submittals |
27-Mar |
29-Mar |
31-Mar |
3-Apr |
3-Apr |
D. Fuller |
*SPEC |
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Supplemental Instr. |
4-Apr |
6-Apr |
7-Apr |
10-Apr |
10-Apr |
A. Carvell |
*SPEC - may need to split |
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Cost Apps |
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Owner Issues |
30-Mar |
30-Mar |
31. M |
31. M |
31. M |
C. Saul |
*SPEC |
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Field Orders |
3-Apr |
4-Apr |
5-Apr |
5-Apr |
5-Apr |
C. Saul |
*SPEC |
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Potential Change Orders |
5-Apr |
6-Apr |
7-Apr |
7-Apr |
7-Apr |
C. Saul |
*SPEC |
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Owner Change Orders |
10-Apr |
11-Apr |
12-Apr |
12-Apr |
12-Apr |
C. Saul |
*SPEC |
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Project Apps |
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Announcements |
12-Apr |
13-Apr |
13-Apr |
13-Apr |
13-Apr |
C. Saul |
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Forms |
17-Apr |
18-Apr |
18-Apr |
18-Apr |
18-Apr |
D. Fuller |
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Meeting Minutes |
5-Apr |
6-Apr |
7-Apr |
7-Apr |
7-Apr |
D. Fuller |
*SPEC |
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Memo |
18-Apr |
19-Apr |
19-Apr |
19-Apr |
19-Apr |
D. Fuller |
*SPEC |
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ROC |
19-Apr |
20-Apr |
20-Apr |
20-Apr |
20-Apr |
D. Fuller |
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References |
20-Apr |
21-Apr |
21-Apr |
21-Apr |
21-Apr |
D. Fuller |
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Schedules |
24-Apr |
25-Apr |
25-Apr |
25-Apr |
25-Apr |
D. Fuller |
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Daily Inspector Report |
25-Apr |
26-Apr |
26-Apr |
26-Apr |
26-Apr |
D. Fuller |
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Direct Transmittal |
26-Apr |
27-Apr |
27-Apr |
27-Apr |
27-Apr |
D. Fuller |
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Compliance |
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Certified Payroll/Report |
11-Apr |
13-Apr |
14-Apr |
14-Apr |
14-Apr |
A. Carvell |
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Proj. Info. - Test Tog. |
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{ Team Directory |
27-Apr |
28-Apr |
28-Apr |
28-Apr |
28-Apr |
D. Fuller |
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{ Photo Album |
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D. Fuller |
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{ Project Summary |
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D. Fuller |
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{ Project Updates |
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D. Fuller |
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{ Specifications |
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D. Fuller |
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{ Weather |
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D. Fuller |
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Settings - Test Tog. |
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User Profile |
26-Apr |
26-Apr |
26-Apr |
26-Apr |
26-Apr |
A. Carvell |
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Change Password |
27-Apr |
27-Apr |
27-Apr |
28-Apr |
28-Apr |
A. Carvell |
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User Preferences |
27-Apr |
27-Apr |
27-Apr |
27-Apr |
27-Apr |
A. Carvell |
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Utilities |
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New Project Wizard |
19-Apr |
20-Apr |
21-Apr |
21-Apr |
21-Apr |
A. Carvell |
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Project Applications |
18-Apr |
18-Apr |
19-Apr |
19-Apr |
19-Apr |
C. Saul |
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Application Admin |
13-Apr |
14-Apr |
14-Apr |
14-Apr |
14-Apr |
C. Saul |
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Minute Admin |
17-Apr |
17-Apr |
17-Apr |
17-Apr |
17-Apr |
C. Saul |
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Submittal Admin |
17-Apr |
18-Apr |
18-Apr |
18-Apr |
18-Apr |
C. Saul |
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Actor Assignments |
13-Apr |
14-Apr |
14-Apr |
14-Apr |
14-Apr |
C. Saul |
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Default Values |
19-Apr |
19-Apr |
19-Apr |
19-Apr |
19-Apr |
C. Saul |
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Permit Types |
20-Apr |
20-Apr |
20-Apr |
20-Apr |
20-Apr |
C. Saul |
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Header/Footer |
21-Apr |
21-Apr |
21-Apr |
21-Apr |
21-Apr |
C. Saul |
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***?Application Styler |
24-Apr |
24-Apr |
24-Apr |
24-Apr |
24-Apr |
C. Saul |
These features are only accessible to ClientCompanyName Engineering. |
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***?Default Styler |
24-Apr |
25-Apr |
25-Apr |
25-Apr |
25-Apr |
C. Saul |
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***?BPM Admin |
25-Apr |
26-Apr |
26-Apr |
26-Apr |
26-Apr |
C. Saul |
Should we still test? |
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Action Option Report |
26-Apr |
27-Apr |
27-Apr |
27-Apr |
27-Apr |
C. Saul |
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Page Navigation |
26-Apr |
27-Apr |
27-Apr |
27-Apr |
27-Apr |
C. Saul |
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CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") is entered into between ClientCompanyName, Inc. ("ClientCompanyName") and the consultant identified below ("Consultant") as of the last date signed below ("Effective Date").
1. Work. Consultant agrees to perform the consulting work set forth on the Statement of Work attached hereto as Exhibit A (the "Project"). The services provided by Consultant shall be provided in a professional manner consistent with the highest standards of business conduct and performance. During the term of this Agreement, the parties may agree to add additional Statements of Work to this Agreement covering additional Projects. Each Statement of Work will be subject to all of the terms and conditions of this Agreement. Consultant shall devote Consultant’s best efforts to the performance of the Project. ClientCompanyName shall retain full direction and control of the means and methods by which Consultant performs the Project and of the places at which Consultant’s services are to be rendered.
2. Consulting Fees. (a) The fees for Consultant’s services are specified on each Statement of Work. Unless otherwise specified on a Statement of Work, Consultant shall invoice ClientCompanyName monthly and ClientCompanyName shall pay Consultant for services rendered within 30 days from the date of Consultant’s invoice.
(b) ClientCompanyName shall reimburse Consultant for reasonable travel and other business expenses incurred by Consultant in the performance of its duties hereunder in accordance with ClientCompanyName's general policies, as they may be amended from time to time during the course of this Agreement; provided, that Consultant shall obtain the prior written approval of ClientCompanyName prior to incurring any such expenses. Consultant shall provide ClientCompanyName with an itemized list of all such expenses and supporting receipts with each invoice therefor. Payment for such expenses shall be due within 30 days from the receipt by ClientCompanyName of such invoice.
(c) Except for the consulting fees specified on the Statement of Work, neither Consultant nor any employee of Consultant shall be entitled to any direct or indirect compensation for services performed hereunder, and Consultant waives all rights to participate in any employee benefit plans of ClientCompanyName.
(d) Consultant agrees to report as income all compensation received by Consultant pursuant to this Agreement. Consultant also agrees to indemnify ClientCompanyName and hold ClientCompanyName harmless to the extent of any obligation imposed on ClientCompanyName to pay any withholding taxes, social security, unemployment or disability insurance or similar items, including interest and penalties thereon, in connection with any payments made to the Consultant by ClientCompanyName pursuant to this Agreement.
3. Consultant’s Employees. (a) Any personnel supplied by Consultant will be deemed Consultant's employees and will not for any purpose be considered employees or agents of ClientCompanyName. Consultant assumes full responsibility for the actions of such personnel while performing services on the Project, and shall be solely responsible for payment of their salary (including withholding of income taxes and social security, worker's compensation, disability benefits and the like).
(b) Consultant agrees to replace any employee who, in ClientCompanyName’s reasonable judgement, is unable to adequately perform his or her work on the Project within 10 days after receipt of notice from ClientCompanyName of its desire to have such employee replaced.
(c) Consultant shall ensure that each of its employees working on the Project complies with all policies and practices regarding the use of the facilities at which services are to be performed. Consultant shall also ensure that each such employee has entered into a written agreement consistent with the obligations of Consultant under Sections 4 and 5 of this Agreement, and Consultant agrees that ClientCompanyName will be a third party beneficiary of such agreements.
4. Proprietary Information. (a) "Proprietary Information" means all information and any idea in whatever form, tangible or intangible, pertaining in any manner to the business or products of ClientCompanyName, or to its clients, consultants, or business associates, which was obtained from ClientCompanyName, or which was learned, discovered, developed, conceived, originated, or prepared, as a result of the performance of any services hereunder by Consultant. Notwithstanding the foregoing, Proprietary Information shall not include: (i) information which is or becomes publicly known through lawful means; (ii) information that was rightfully in Consultant's possession or part of its general knowledge prior to the Effective Date; or (iii) information which is disclosed to Consultant without confidential or proprietary restrictions by a third party who rightfully possesses the information (without confidential or proprietary restriction) and did not learn of it, directly or indirectly, from ClientCompanyName. Consultant agrees that the terms of this Agreement are to be considered Proprietary Information of ClientCompanyName.
(b) In providing services hereunder, Consultant understands that ClientCompanyName does not wish to receive from Consultant any information which may be considered confidential information and/or proprietary to any third party. Consultant agrees that any information disclosed by Consultant to ClientCompanyName is not confidential and/or proprietary to any third party.
(c) Consultant agrees to hold all Proprietary Information in strict confidence and trust for the sole benefit of ClientCompanyName and not to, directly or indirectly, disclose, use, copy, publish, summarize, or remove from ClientCompanyName’s premises any Proprietary Information (or remove from the premises any other property of ClientCompanyName), except to the extent necessary to carry out Consultant's responsibilities under this Agreement.
5. Inventions. (a) "Inventions" means any and all ideas, processes, trademarks, service marks, inventions, technology, computer programs, original works of authorship, designs, formulas, discoveries, patents, copyrights, and all improvements, rights, and claims related to the foregoing that are conceived, developed, or reduced to practice by the Consultant (alone or with others) while performing services pursuant to this Agreement.
(b) Consultant agrees to maintain adequate and current written records on the development of all Inventions and to disclose promptly to ClientCompanyName all Inventions and relevant records, which records will remain the sole property of ClientCompanyName. Consultant hereby assigns to ClientCompanyName, without further consideration, Consultant’s entire right, title, and interest (throughout the United States and in all foreign countries), free and clear of all liens and encumbrances of Consultant, in and to each Invention, which shall be the sole property of ClientCompanyName, whether or not patentable. Inventions also include all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as "moral rights," "artist’s rights," "droit moral," or the like (collectively "Moral Rights"). To the extent Consultant retains any such Moral Rights under applicable law, Consultant hereby ratifies and consents to any action that may be taken with respect to such Moral Rights by or authorized by ClientCompanyName and agrees not to assert any Moral Rights with respect thereto. Consultant will confirm any such assignments, ratifications, consents and agreements from time to time as requested by ClientCompanyName.
(c) In the event any Invention shall be deemed by ClientCompanyName to be patentable or otherwise registrable, Consultant shall, at ClientCompanyName’s expense, assist ClientCompanyName in obtaining letters patent or other applicable registrations thereon and shall execute all documents and do all other things (including testifying at ClientCompanyName's expense) necessary or proper to obtain letters patent or other applicable registrations thereon and to vest ClientCompanyName with full title thereto. Should ClientCompanyName be unable to secure Consultant's signature on any document necessary to apply for, prosecute, obtain, or enforce any patent, copyright, or other right or protection relating to any Invention, whether due to Consultant's mental or physical incapacity or any other cause, Consultant hereby irrevocably designates and appoints ClientCompanyName and each of its duly authorized officers and agents as Consultant's agent and attorney in fact, to act for and in Consultant's behalf and stead and to execute and file any such document, and to do all other lawfully permitted acts to further the prosecution, issuance, and enforcement of such patents, copyrights, or other rights or protections with the same force and effect as if executed and delivered by Consultant.
(d) Consultant acknowledges that there are no ideas, processes, trademarks, service marks, technology, computer programs, original works of authorship, designs, formulas, inventions, discoveries, patents, copyrights, or improvements to the foregoing that it desires to exclude from the definition of Invention Ideas. To the best of Consultant's knowledge, there is no existing contract in conflict with this Agreement or any other contract to assign ideas, processes, trademarks, service marks, inventions, technology, computer programs, original works of authorship, designs, formulas, discoveries, patents, or copyrights developed pursuant to this Agreement that is now in existence between Consultant and any other person or entity.
6. Term and Termination. This Agreement shall become effective on the Effective Date and will remain in force until completion of the Project. Either party may terminate this Agreement (i) for cause upon five days written notice to the other, unless the cause is susceptible of being and is cured within the five day notice period; or (ii) immediately and automatically if a receiver or other liquidating officer is appointed for substantially all of the assets or business of the other party or if the other party makes an assignment for the benefit of creditors or if the other party becomes insolvent. Additionally, ClientCompanyName may terminate this Agreement for its convenience at any time upon written notice to Consultant. ClientCompanyName will pay Consultant for services performed through the effective date of termination. Within five days of the termination date, Consultant shall return to ClientCompanyName all ClientCompanyName Proprietary Information and any computer equipment, software or other materials furnished to Consultant by ClientCompanyName hereunder or prepared by Consultant in the course of performing this Agreement. Sections 2 though 7 shall survive any termination of this Agreement.
7. General Provisions. (a) ClientCompanyName and Consultant are independent contractors and shall so represent themselves in all regards. Neither party may bind the other in any way.
(b) Consultant agrees to indemnify and hold ClientCompanyName harmless from and against any loss, damage or claim for personal injury or death to persons or damage to tangible property arising out of Consultant's or its employees negligence or willful misconduct.
(c) During the term of this Agreement and for a period of one year thereafter, Consultant agrees not to encourage or solicit any employee or consultant of ClientCompanyName to leave ClientCompanyName for any reason. Consultant also agrees, during the term of this Agreement, not to engage in any activity that is in any way competitive with the business or demonstrably anticipated business of ClientCompanyName nor assist any other person or organization to so compete.
(d) This Agreement and the work hereunder may not be assigned or subcontracted by Consultant without the prior written consent of ClientCompanyName, which consent shall not be unreasonably withheld. Any purported assignment or subcontracting in contravention of this section is void. Subject to the foregoing, this Agreement shall bind and inure to the benefit of any successors or assigns.
(e) Neither party will be responsible for failure of performance due to causes beyond its control, including, without limitation, acts of God, labor disputes, sovereign acts of any government or shortage of materials.
(f) Notices will be delivered to a party's address stated in the signature block of this Agreement, or to another address which a party properly notified the other that notices should be sent.
(g) This Agreement is the complete and exclusive statement of the parties to this Agreement on these subjects, and supersedes all prior written or oral proposals and understandings relating thereto. This Agreement may only be modified by a writing signed by officers of both parties. If any court of competent jurisdiction determines that any provision of this Agreement is invalid, the remainder of the Agreement will continue in full force and effect. The offending provision shall be interpreted to whatever extent possible to give effect to its stated intent. Failure to require performance of any provision or waiver of a breach of a provision does not waive a party's right to subsequently require full and proper performance of that provision.
(h) This Agreement is governed by the laws of the State of California without giving effect to its conflict of law provisions. The prevailing party in any suit under this Agreement shall recover all costs, expenses and reasonable attorney fees incurred in such action.
(i) This Agreement may be executed in one or more counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same instrument. This Agreement may be executed via facsimile signature.
CLIENTCOMPANYNAME
ClientCompanyName, Inc.
Attn: General Counsel
Signature: _____________________________________
Name: ________________________________________
Title: _________________________________________
Date: _________________________________________
CONSULTANT
______________________________________________
Address: _______________________________________
______________________________________________
______________________________________________
______________________________________________
Signature: _____________________________________
Name: ________________________________________
Title: _________________________________________
Date: _________________________________________
In addition to the provisions of the CLIENTCOMPANYNAME standard contract for services, the following sections of BIDDERCOMPANYNAME’s Master Vendor’s Agreement are considered part of the contractual relationship:
1.E, J, K, and L
Appropriate subsections of BIDDERCOMPANYNAME’s Master Vender Agreement are stated below. Signing of the Statement of Work constitutes agreement to these provisions. VENDOR is BIDDERCOMPANYNAME and CUSTOMER is CLIENTCOMPANYNAME in this document.
I. RIGHTS AND OBLIGATIONS
E. Replacement. VENDOR shall assign the persons set forth in the Statement of Work. VENDOR shall replace any and all Consultants not reasonably satisfactory to CUSTOMER with another or others who are reasonably satisfactory to CUSTOMER within five (5) working days of CUSTOMER's written request. VENDOR shall not charge CUSTOMER a fee to make such replacement, and the replacement shall be provided to CUSTOMER at a fair market rate. If CUSTOMER reasonably requests that a Consultant be replaced on a project due to unsatisfactory performance or lack of the requisite skills, and CUSTOMER makes such request within ten (10) days after the individual commenced work for CUSTOMER, CUSTOMER shall not be charged for the services rendered by the Consultant with respect to that project.
VENDOR agrees not to replace or remove Consultants who are satisfactory to CUSTOMER unless VENDOR determines to lawfully dismiss consultant. Once a person or staff is assigned, they will remain in place until the end of the term of the applicable Statement of Work (including any extension thereof) or until the project is completed, unless earlier terminated by CUSTOMER pursuant to Section I.D. VENDOR may also request permission to replace Consultants, but will only replace them after obtaining CUSTOMER's written consent. If CUSTOMER or VENDOR request, for whatever reason, that a Consultant be replaced, then VENDOR shall replace such Consultant with a person reasonably of like skill and experience who is satisfactory to CUSTOMER, unless CUSTOMER elects not to have a replacement appointed in which case the Statement of Work shall automatically terminate with respect to such Consultant. When a Consultant is replaced, the period of time required orientating and familiarizing the replacement with the work being done, plus any turnover requirements, will be provided at no charge to CUSTOMER.
J. Rates. CUSTOMER agrees to pay VENDOR for actual services rendered in accordance with the applicable Statement of Work. All work charged on an hourly basis will be billed at the rate set forth in the applicable Statement of Work. VENDOR shall give CUSTOMER at least thirty(30) days prior written notice of any increase in rates related to "time and materials". Such notice shall describe the adjusted rate and the date on which the change in the rate will become effective. VENDOR shall advise whether such rate changes apply to existing work and/or future work. If the rate change applies to existing applicable Statement of Work, a new Statement of Work must be executed.
VENDOR shall comply with all applicable state and federal wage and hour laws with respect to the payment of overtime. VENDOR shall not charge CUSTOMER any additional amounts over and above the normal rate for work performed by a Consultant on an overtime basis unless (i) CUSTOMER previously authorized the overtime in writing and (ii) the applicable Statement of Work provides for an overtime rate. VENDOR shall indemnify and hold CUSTOMER harmless from and against any liability incurred as a result of VENDOR’s failure to pay a Consultant overtime as required by law.
K. Expenses. VENDOR shall be reimbursed by CUSTOMER in accordance with CUSTOMER's standard reimbursement policy, the terms of which will be provided by the Customer prior to VENDOR incurring any expenses, for all reasonable travel and living expenses incurred in the course of the engagement. In addition, if an amount in excess of $1,000 is to be spent at any one time, VENDOR must notify CUSTOMER prior to incurring such expenditure. Payment will be made for actual supported expenses within thirty (30) days of receipt by CUSTOMER of VENDOR's valid expense invoice accompanied by appropriate supporting documentation.
L. Hire Restriction. Neither party shall solicit for employment any employee of the other for a period of twelve (12) months following execution of this agreement or during the period of time services are being provided under athe Statement of Work and for a period of twelve (12) months thereafter. The foregoing shall not prohibit either party from employing any individual who applies for a position in response to an internal posting, employment advertisement or other general solicitation of employment, in which case the new employer shall compensate the old employer 20% of the employee’s first year total salary or wages.
A table of features to be tested is found in Appendix A. This defines the scope of the reverse engineering and testing effort. These features were provided by ClientCompanyName along with an initial top prioritization of ten specific features, noted in the "Notes" column of that table. The initial walkthrough of each feature provided the basis for sizing of individual testing efforts. A closer follow-up led to the estimate of hours required for reverse engineering, test case development, data setup and initial run of tests for each feature. The table points out several assumptions concerning the total project effort:
The total effort from analysis through the first testing should take inside of 800 hours
The top ten priority items should require about 325 hours, or 2 ½ weeks for the team
Many features are of limited functionality, and so each can be completed quickly
Certain groups of features can be analyzed and tested together, with a savings of time
Testing of the ClientCompanyName Admin features, as well as features such as the New Project Wizard, will require the set up of a complete project, for use only by the BIDDERCOMPANYNAME project team
An additional 150-200 hours can be anticipated for complete regression testing and final certification. This projects a total time frame of some eight weeks for the entire effort. A variable that is presently unknown in this projection is the total amount of time necessary for data setup. Unforeseen problems in dealing with sheer volume of testing, or problems related to ClientCompanyName specific data setup might extend completion of the project beyond this rough estimate. Every effort will be made to enlist the expertise of ClientCompanyName personnel in overcoming such problems as early and as easily as possible.
BIDDERCOMPANYNAME will provide a team of three Test Engineers to accomplish this work. A QA Lead Engineer and two Test Engineers will comprise the team. Their rates will be as follows:
QA Lead Engineer $75/hr
Test Engineer $60/hr
The total price of the engagement is estimated at $52,000 for 800 hours and will not exceed $55,000: 3/21/00 – 5/12/00 (39 days). This will include the $1000.00 for initial planning of the project. This contract is not for total hours between 3/21/00 – 5/12/00 (896 hours).