Localization Agreement - ADAM Software Inc. and Zemi Corp.
LOCALIZATION AGREEMENT
THIS LOCALIZATION AGREEMENT (this "Agreement") is dated June 7, 1996, and
is between A.D.A.M. SOFTWARE, INC., a Georgia corporation ("ADAM"), and ZEMI
CORP. ("ZEMI").
For good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:
I. BACKGROUND. ADAM is the owner of a certain Product (as defined below)
consisting of multimedia computer software programs and related user
documentation. Zemi desires an exclusive, nontransferable, nonassignable and
limited right and license to translate and localize such Product into a
Japanese language version of the Product as set forth in this Agreement, and
ADAM agrees to grant to Zemi such right and license on the terms and conditions
set forth in this Agreement.
2. DEFINITIONS. The capitalized terms used in this Agreement and its
Exhibits have the meanings and definitions specified below:
2.1 "Alpha Copy" means a copy of the Product in which (i) all user
interface items, including but not limited to, menus, dialog boxes, messages
and other text strings in the anatomy portion of the Product are translated;
(ii) one or more animations are completely translated, including graphics,
sounds and videos; (iii) one or more sections of the multimedia portions of the
Product (for example, chapters of the scrapbook if the Product has a scrapbook)
are completely translated, including but not limited to, graphics, sounds and
video.
2.2 "Beta Copy" means a copy of the Product in which all translatable
elements have been translated, including but not limited to, all animations,
audio, video, anatomical terms, user interface items, such as dialog boxes and
textual messages, online help and installer program. The Product must be fully
installable and functioning, with no untranslated elements.
2.3 "Business Day" means a day, other than a Saturday, Sunday, or a
day on which Zemi is closed for business pursuant to Zemi's annual list of
holidays.
2.4 "Effective Date" means the date on which this Agreement is
executed by both parties through their authorized representatives.
2.5 "Localization Costs" means the total out of pocket costs and
expenses incurred by Zemi in producing the Localized Version of the Product
which the parties have agreed
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will be One Hundred Thousand United States Dollars (U.S. $100,000) for purposes
of this Agreement.
2.6 "Localized Version" has the meaning specified in Section 3.1.
2.7 "Marks" means any trademarks, service marks or tradenames of ADAM
associated with the Product (as defined below), as designated by ADAM.
2.8 "MITC" means the Matsushita Inter-Techno Co. Ltd.
2.9 "Product" means A.D.A.M.-The Inside Story, Version 2.0, including
related user documentation.
2.10 "Release Candidate" means a version of the Product which is
fully installable, completely functional, completely translated, with all
identified significant errors (bugs) addressed and resolved. The Release
Candidate becomes the Golden Master after a thorough testing process has
identified all significant program problems, and those problems have been
addressed and resolved to the satisfaction of ADAM.
3. GRANT.
3.1 ADAM hereby grants Zemi an exclusive, nontransferable,
nonassignable and limited right and license to translate and localize the
Product into a Japanese language version (the "Localized Version") of the
Product, solely as set forth in this Agreement. Zemi acknowledges and agrees
that the localization rights granted under this Agreement are limited solely to
the right to produce a localized Japanese language adaptation of the English
language version of the Product.
3.2 ADAM hereby grants Zemi a nonexclusive, nontransferable,
nonassignable and limited right and license to use and incorporate the Marks
and any symbols or artwork of ADAM's in the Localized Version of the Product
solely in accordance with Section 10,
3.3 Except as specifically set forth in the Agreement, no express or
implied license or right of any kind is granted to Zemi regarding the Product
or the Marks, including, but not limited to, any right to know, use, produce,
receive, reproduce, copy, market, sell, distribute, transfer, translate,
modify, adapt, disassemble, decompile, or reverse-engineer the Product or
create derivative works based on the Product or any portions thereof, or obtain
possession of any source code or other technical material relating to the
Product.
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4. PRODUCTION OF A LOCALIZED
VERSION OF THE PRODUCT BY ZEMI.
4.1 Zemi shall take any and all steps required in order to create the
Localized Version of the Product in accordance with the specifications set
forth in Exhibit A and the provisions of this Agreement, including without
limitation, this Section 4.
4.2 Zemi shall determine the level of translation necessary to
localize the Product. Text, dialogue and graphic files shall be translated by
Zemi into the Japanese language and revoiced. Zemi will be responsible for
engaging appropriate Japanese medical advisors as necessary to ensure the
medical accuracy of all translations.
4.3 Subject to the prior approval of ADAM, Zemi may redesign the
outer packaging of the Product and the CD jewel case liners, and translate all
verbiage to the Japanese language. ADAM will use its commercially reasonable
efforts to respond to any such proposed packaging materials/jewel case liners
submitted by Zemi for ADAM's approval within ten (10) Business Days of ADAM's
receipt of such materials from Zemi.
4.4 The translation of the Product will be performed by Zemi in
accordance with the provisions and the timetables specified in Exhibit A and
the provisions of this Section 4.4:
(a) Upon receipt of all translatable elements of the Product, Zemi
will translate all translatable files included in such elements, including
without limitation, anatomical terms, menus and dialog boxes, animations,
graphics, audio tracks, video, online help system, textual content,
installation program, user's guide and packaging. As soon as practicable
following receipt of all translatable elements of the Product from ADAM, Zemi
will deliver to ADAM system anatomy source images (with translated structure
name labels) and translated vocabulary list.
(b) Zemi will compile the translated system anatomy images and
vocabulary list delivered by ADAM with the pixel level recognition (PLR) data
into ADAM's proprietary format in accordance with the timetable set forth in
Exhibit A.
(c) Zemi will deliver to ADAM an Alpha Copy of the Localized Version
of the Product, including packaging and jewel case liners, together with a
translated copy of each translatable file, as soon as practicable after
delivery by ADAM to Zemi of the updated PLR files described in paragraph (b)
above. ADAM may, but shall not be obligated to, review such Alpha Copy and
forward any comments to Zemi not later than (1O) Business Days following ADAM's
receipt of the Alpha Copy.
(d) Zemi will make any changes to the Alpha Copy reasonably requested
by ADAM and incorporate such changes in the Beta Copy of the Localized Version.
Zemi will
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deliver to ADAM a Beta Copy of the Localized Version of the Product, including
packaging and jewel case liners, in accordance with the timetable set forth in
Exhibit A following delivery by ADAM to Zemi of all translatable elements of
the Product. ADAM may, but shall not be obligated to, review such Beta Copy
and will forward any comments to Zemi not later than fifteen (15) Business Days
following ADAM's receipt of the Beta Copy. If ADAM has not responded to the
Beta Copy within such fifteen (15) Business Day period, the Beta Copy will be
deemed to be approved by ADAM.
(e) Zemi will incorporate any changes to the Beta Copy reasonably
requested by ADAM and will deliver the Release Candidate to ADAM in accordance
with the timetable set forth in Exhibit A, together with copies of all
translated files. ADAM will review the Release Candidate and will request
changes (or approve the Release Candidate) within approximately ten (10)
Business Days.
(f) Once Zemi has made all requested changes to the Release Candidate
and the Release Candidate has been approved by ADAM, Zemi will prepare the
Golden Master and deliver it to ADAM.
5. ADAM'S OBLIGATIONS.
5.1 As soon as reasonably practicable after execution of this
Agreement, ADAM will globalize the Product and shall deliver the following
materials to Zemi:
(a) Three (3) copies of all CD jewel case liners (including user
instructions);
(b) Copies of all translatable elements of the Product (written
information about specific length of text to be considered by the way of
translation/localization shall also be included);
(c) In case of included voicing in the Product, where available,
copies of the script, including wordings, characters, technical information
about the recording, and recording of the original voicing, and
(d) The film for the artwork for the packaging.
5.2 ADAM and MITC will each fund one-half of the Localization Costs
associated with producing the Localized Version of the Product. The
Localization Costs will be paid by ADAM and MITC in accordance with the payment
schedule set forth on Exhibit A attached hereto. Zemi acknowledges and agrees
that ADAM shall have no obligation to fund or pay any portion of MITC's share
of the Localization Costs. Notwithstanding the foregoing, if MITC fails to pay
any portion of its share of the Localization Costs, ADAM will pay Zemi an
amount equal to fifteen percent (15%) per unit of the wholesale price of the
Localized Version
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sold in Japan during the term of this Agreement until such time as Zemi has
recovered that portion of the Localization Costs that MITC failed to pay.
5.3 If ADAM releases any new consumer product after the date of this
Agreement, the parties will review such product and determine whether such
product would be appropriate for localization into a localized version of such
product. If ADAM and Zemi mutually agree that such Product would be
appropriate for the Japanese market, then the parties will negotiate, in good
faith, the terms under which Zemi will localize such consumer product.
5.4 ADAM will make available technical support from its engineering
department to assist in Zemi's translation of the Product in accordance with
Section 4, up to a maximum of 40 hours, at no charge to Zemi. Any work in
excess of 40 hours of technical support will be charged to Zemi at the rate of
U.S. $100 per hour.
6. OWNERSHIP OF LOCALIZED VERSION.
6.1 Zemi acknowledges and agrees that ADAM shall own the copyright of
the translation and localization of the Product, the documentation and
packaging used in connection therewith and all packaging and other material
adapted by Zemi in connection with the production of the Localized Version of
the Product in accordance with this Agreement. To the extent that, pursuant to
applicable law, Zemi has any right, title or interest in or to the copyright of
the Localized Version of the Product or any other material adapted by Zemi in
accordance with this Agreement, Zemi hereby grants and assigns to ADAM, all
right, title and interest whatsoever, throughout the world, in and to the
copyright of the Localized Version of the Product and all other material
adapted by Zemi in accordance with this Agreement.
6.2 It is expressly acknowledged and understood that the
understanding of the parties that ADAM owns all right, title and interest in
and to the Localized Version of the Product (including, without limitation, all
copyright interest) is fundamental to this Agreement, and that ADAM would not
enter into this Agreement (including, without limitation, grant the rights
contemplated under Section 3) in the absence of the agreements specified in
this Section 6.
6.3 Zemi agrees to take all actions required under this Section 6 and
further covenants and agrees that it will never assert (or permit any other
party to assert on its own behalf) any right, title or interest (including,
without limitation, copyright) in or to the Product or the Localized Version of
the Product, nor will it take any actions otherwise inconsistent with the
understandings and agreements set forth in this Section 6.
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7. WARRANTIES.
7.1 ADAM warrants that ADAM has not granted and will not grant any
rights in the Product to any third party inconsistent with this Agreement.
ADAM further warrants that there exists no fact or event which would preclude
ADAM from entering into this Agreement or carrying out its obligations under
this Agreement, and ADAM has the authority to grant the rights with respect to
the Product to Zemi provided for in this Agreement.
7.2 ADAM DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES TO ZEMI WITH
RESPECT TO THE PRODUCT, ANY COPIES THEREOF, ANY SERVICES PROVIDED HEREUNDER OR
OTHERWISE REGARDING THIS AGREEMENT, WHETHER ORAL OR WRITTEN, EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF
MERCHANTABILITY, THE IMPLIED WARRANTY AGAINST INFRINGEMENT AND THE IMPLIED
WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.
8. PROPRIETARY RIGHTS. Zemi acknowledges and agrees that ADAM or its
suppliers maintain exclusive ownership of the Product (including without
limitation the Localized Version of the Product) in all forms (both object code
and source code) and all copies and all portions thereof and the Marks,
including, without limitation, any and all worldwide copyrights, patents,
trademarks, service marks, trade names, trade secrets, proprietary and
confidential information rights and other property rights associated with the
Product (including without limitation the Localized Version of the Product) and
the Marks.
9. INDEMNIFICATION.
9.1 Each party shall indemnify and hold the other party harmless from
and against any loss, liability, damage, cost or expense sustained as a result
of the breach of any warranty, representation or covenant contained in this
Agreement.
9.2 The indemnification set forth in Section 9.1 is conditioned upon
the indemnified party providing the indemnifying party (i) notice of any claim
or cause of action upon which the indemnified party intends to base a claim of
indemnification under this Section 9, and (ii) the indemnified party providing
reasonable assistance and cooperation to enable the indemnified party to defend
the action or claim under this Section 9. The indemnifying party will have the
right to defend any action or proceeding involving a claim that the
indemnifying party is obligated to indemnify under this Section 9. The
indemnifying party will not be obligated to any claim that is settled by the
other party with the prior written consent of the indemnifying party.
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10. USE OF MARKS.
10.1 In connection with the use of the Marks as permitted in
Section 3, Zemi agrees to comply in all respects with any guidelines or
directions provided by ADAM with respect to proper usage of the Marks. At the
request of ADAM, Zemi will submit to ADAM's Vice President of Marketing any and
all materials bearing or including any of the Marks, for prior review and
approval by ADAM (which consent will not be unreasonably withheld). All such
materials will be submitted to ADAM's Vice President of Marketing, with copies
to Curtis Cain, at the address specified for notices to ADAM. ADAM agrees to
use its commercially reasonable efforts to respond to any materials submitted
for ADAM's approval pursuant to this Section 10.1 within five (5) Business
Days of ADAM's receipt of such materials. Upon the request of ADAM, Zemi
agrees to discontinue the use of (i) any Marks being used by Zemi in a manner
determined by ADAM in its sole discretion to be inconsistent with the
guidelines set forth above, or (ii) any trademark, service mark, or tradename
deemed by ADAM to create a likelihood of confusion with a Mark.
10.2 Zemi agrees and acknowledges that ADAM owns all right, title
and interest in and to the Marks. Zemi covenants and agrees not to file or
prepare any application for registration of any of the Marks. Zemi agrees not
to adopt, use, file for registration, or register any trademark, service mark,
or tradename which may be an infringement of any one or more of the Marks or
result in a likelihood of confusion with a Mark.
10.3 Zemi agrees not to commit any acts, directly or indirectly,
which may contest, dispute, or otherwise impair the rights, title or interest
of ADAM in or to the Marks. Zemi agrees not to claim or assert any rights,
title or interest in or to the Marks in any way. The parties agree that all
uses of the Marks by Zemi will be in such a manner as to inure at all times to
the benefit of ADAM. Zemi will not use any language or display any Marks in
such a manner as to create the impression that the Marks belong to and are
owned by Zemi. Zemi may not use the Marks in combination with any other
trademarks, tradenames, service marks, or other designations, without the prior
written approval of ADAM.
10.4 Zemi will promptly notify ADAM of any and all known
infringements or known attempted infringements of any Marks. ADAM reserves all
rights regarding a decision to initiate any legal action against an alleged
infringer, provided that at the request of ADAM, Zemi will provide reasonable
assistance to ADAM in connection therewith.
11. TERM AND TERMINATION.
11.1 This Agreement shall commence on the Effective Date and,
unless sooner terminated in accordance with the terms herein, will continue in
full force and effect, as provided herein, for a period of one (1) year.
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11.2 Either party may terminate this Agreement by written notice
if there has been a material breach hereof by the other party, which material
breach has not been cured within thirty (30) days after the date of written
notice to the breaching party by the non-breaching party.
11.3 Either party may terminate this Agreement immediately if the
other party makes a general assignment for the benefit of creditors, suffers or
permits an appointment of a receiver for its business or assets, becomes
subject to any proceedings under any bankruptcy or insolvency law (which shall
not be dismissed for sixty (60) days from filing of any petition in connection
therewith), whether domestic or foreign, or is wound up or liquidated,
voluntarily or otherwise.
11.4 ADAM may terminate this Agreement upon thirty (30) days
written notice to Zemi upon MITC's failure to pay any of MITC's portion of the
Localization Costs as provided in Section 5.2.
12. ASSIGNMENT. This Agreement and all rights and obligations hereunder
are personal to the parties hereto and may not be assigned in whole or in part
by either party without the prior written consent of the other.
Notwithstanding the foregoing, either party will have the right to assign its
rights and obligations hereunder, (i) to any controlled subsidiary of such
party, (ii) to any joint venture in which such party is a participant, (iii) to
any entity which is the survivor in a merger of such party with or into such
other entity, or (iv) to any acquirer of all or substantially all of the assets
of such party.
13. INDEPENDENT PRINCIPALS. ADAM and Zemi are independent principals in
all relationships and actions under and contemplated by this Agreement. This
Agreement will not be construed to create any employment, partnership, joint
venture, franchise or agency relationship between the parties or to authorize
Zemi to enter into any commitment or agreement binding on ADAM, and Zemi
covenants and agrees that it will never contend to the contrary. Zemi will not
make any warranties, guarantees or any other commitment on behalf of ADAM,
14. FORCE MAJEURE. Neither party will be in default by reason of any
failure in performance of this Agreement if such failure arises, directly or
indirectly, out of causes reasonably beyond the direct control or
foreseeability of such party, including, but not limited to, default by
subcontractors or suppliers, acts of God or of the public enemy, U.S. or
foreign governmental acts in either a sovereign or contractual capacity, fire,
flood, epidemic, restrictions, strikes, and/or freight embargoes,
15. NON-WAIVER. Any failure by either party to detect, protest, or
remedy any breach of this Agreement will not constitute a waiver or impairment
of any such term or
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condition, or the right of such party at any time to avail itself of such
remedies as it may have for any breach or breaches of such term or condition.
A waiver may only occur pursuant to the prior written express permission of an
authorized officer of the other party.
16. EQUITABLE REMEDIES AND SPECIFIC PERFORMANCE. Zemi acknowledges that
each provision in this Agreement providing for the protection of ADAM's
copyrights and other proprietary rights is material to this Agreement. The
parties acknowledge that any threatened or actual breach of ADAM's copyrights
or other proprietary rights by Zemi will constitute immediate, irreparable harm
to ADAM, for which equitable remedies may be awarded by a court of competent
jurisdiction.
17. GOVERNING LAW. This Agreement will be governed by, construed, and
interpreted in accordance with the internal laws of the State of Georgia,
without giving effect to its conflict of law rules.
18. ARBITRATION.
18.1 GENERALLY. Any dispute, controversy or difference which may
arise out of or in relation to or in connection with this Agreement, or with
the interpretation of any part hereof, or for any breach hereof, shall be
submitted to binding arbitration in accordance with the rules of the
International Chamber of Commerce (ICC). Any such arbitration proceeding shall
be conducted in New York, New York at a site, date and time mutually acceptable
to the parties and shall be conducted by a single arbitrator selected in
accordance with the rules of the ICC. Any arbitrator selected hereunder shall
have a background or training in either computer law, computer science or the
marketing of computer industry products. Judgment upon any award of such
arbitrator may be entered by any court of competent jurisdiction.
18.2 INJUNCTIVE RELIEF. Notwithstanding any other provision of
this Section 18, the parties shall be entitled to seek a preliminary or
permanent injunction from an appropriate court in respect of the enforcement of
the obligations provided in Sections 6, 8, 10 and 16 hereof.
19. SEVERABILITY. If any provision hereof is declared invalid by a court
of competent jurisdiction, such provision will be ineffective only to the
extent of such invalidity, so that the remainder of that provision and all
remaining provisions of this Agreement will continue in full force and effect.
20. NOTICE. All communications between the parties which are required or
permitted to be in writing will be sent by hand delivery, with receipt
obtained, by prepaid, first
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class U.S. postal service mail, certified return receipt requested, by
telecopier to the telecopy number specified below, or by private overnight
express delivery services (such as Federal Express), and sent to the addresses
specified in the signature blocks below. By written communication, either
party may designate a different address for purposes hereof
21. ENTIRE AGREEMENT. This Agreement supersedes and cancels any previous
understandings, representations, or agreements between the parties relating to
the subject matter hereof and expresses the complete and final understanding
with respect to the subject matter hereof
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IN WITNESS WHEREOF, ADAM and Zemi have caused this Agreement to be
executed by their respective, duly authorized officers or representatives,
effective as of the last date set forth below,
"Zemi": "ADAM"
ZEMI, CORP. A.D.A.M. SOFTWARE, INC.
By /s/ Yoshi Majima By: /s/ Curtis Cain
------------------------------- -------------------------------------
(Authorized Signature) (Authorized Signature)
Name (Print): Yoshi Majima Name (Print): Curtis Cain
-------------------- ---------------------------
Title: President Title: CEO
--------------------------- ---------------------------------
Date: 14th June, 1996 Date: 6/10/96
---------------------------- ----------------------------------
Address: 28 Hammond #D Address: 1600 RiverEdge Parkway
------------------------- Suite 800
Irvine, CA 92718 Atlanta, Georgia 30328
-------------------------
Telephone: 714-859-3200 Telephone: (770) 980-0888
----------------------- Telecopy: (770) 955-3088
Telecopy: 714-859-1998
-----------------------
By: /s/ Matthew W. Steeves
------------------------------------
Name (Print): Matthew W. Steeves
--------------------------
Title: International Account Manager
---------------------------------
Date: 10 June 1996
----------------------------------
Address: 1600 RiverEdge Parkway
Suite 800
Atlanta, Georgia 30328
Telephone: (770) 980-0888
Telecopy: (770) 955-3088
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EXHIBIT A
CONVERSION PLANNING DOCUMENT
See attached.
[NOTE:"CONVERSION PLANNING DOCUMENT" SHOULD INCLUDE, AMONG OTHER THINGS,
SPECIFICATIONS (SECTION 4.1), TIMETABLE FOR COMPLETION (SECTION 4.4), AND
PAYMENT SCHEDULE BASED ON ACHIEVEMENT OF DETAILED MILESTONES (SECTION 5.2).]
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CONVERSION PLANNING DOCUMENT
ADAM The Inside Story 2.0 J
Japanese Language Edition for Windows 95 and KT7+
(Schedule, Milestones, Task Allocation and Costs)
Seventh edition
May 24, 1996
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ZEMI CORP.
Irvine, California
1. SCHEDULE
Steps April - May
<< Windows & Macintosh version ADAM The Inside Story 2.OJ >>
Localization Preparations:
Receive new feature list for ATIS 2.0
Receive list of resources that will not change in ATIS 2.0
Define target computers (Macintosh and DOS/V Windows 95 machines)
Task list and schedule Contract preparation
Development Environment:
Set up development hardware(Dell 166c,PPC8500/120AV)
Install development tools(Win95J SDK,MSC++4.lJ,Director4.0J),
resources
Localization document:
Refinement of ADAM The Inside Story attachment to the
contract
User Interface (both Windows & Macintosh):
Translate menu, dialog boxes, system messages
Edit menu, dialog boxes, system messages
Medical Dictionary:
Translate medical dictionary text
PLR:
Translate anatomical terms
Create xls for ATIS
Scrap Book:
Translate 4 MMD narration scripts.
Rewrite, edit scripts
Translate 4 MMD movie labels
Contract:
Signing
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First Milestone:
Final version of ADAM The Inside Story 2.OJ document
All Menus, dialogs, messages in Japanese
PLR
Medical Dictionary
Scrap Book narration scripts (4 systems)
Steps June - July
Localization Preparations:
Obtain ADAM ATIS v2.0 latest resources
Setup tools
Animation:
Translate, rewrite, edit 60 MMD narration scripts.
Record narration, edit recording, create sound files
Integrate sound files into movies
Edit and test MMD movies
Scrap Book:
Translate, rewrite, edit 8 MMD narration scripts
Record and edit narration
Create sound files, integrate sound files into movies
Edit and test MMD movies
Video Clips
Translate, rewrite, edit 16 video narration scripts.
Record and edit narration
Create sound files
Integrate sound files into Premier movies
Main Program (Windows & Macintosh):
Integrate user interface resource (menu, dialog boxes,
messages)
Alpha test The Inside Story 2.OJ
Help (Windows and Macintosh):
Translate On-line help, Ouick ref, Step-by-step, Search for,
Prod. support, Help-on-help
Proof read, edit help files
Compile help files
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Second Milestone:
Animation's MMD in Japanese (work-in-progress)
Scrap Books MMD in Japanese (work-in-progress)
Video Clip in Japanese (work-in-progress)
Help in Japanese (work-in-progress)
Alpha test report
Steps August - Sept
Animation, Scrap Book, Video Clips
Record narration, edit recording, create sound files
Integrate sound files into movies
Edit and test MMD movies
Integrate sound files into Premier movies
Installation Program (Windows and Macintosh):
Translate messages
Integrate resources
Main Program (Windows and Macintosh):
Repair and refine
CD mastering at ZEMI
Product release to packaging
Master CD production
Testing (Windows and Macintosh):
Integrate resources
Repair and refine
Beta test The Inside Story 2.OJ on Windows 95 and Macintosh
KT7+
Test Windows installation program
Repair and refine
Manual (Windows and Macintosh):
Translate manual
Capture The Inside Story 2.OJ screen images and replace
images
Compile, Adjust layout, and print manual
Send proof copy and file to ADAM
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Third milestone
Animation's MMD in Japanese
Scrap Books MMD in Japanese
Video Clip in Japanese
Help in Japanese
Manual sent to A.D.A.M.
Test report sent to A.DAM
Master CD created by ZEMI
Manual of The Inside Story 2.OJ Windows and Macintosh
Deliverables
Submission Date: May 31, 1996
List of Deliverable #1
1. Menus, dialogs, messages in Japanese
File format
2. Medical dictionary in Japanese
File format
3. New ATIS PLR in Japanese
File format
4. Scrap Book Narration script in Japanese File format
Submission Date: July 30, 1996
List of Deliverable #2:
1. Animation's MMD work-in-progress in Japanese
File format
2. Scrap Book MMD work-in-progress in Japanese
File format
3. Video clip work-in-progress in Japanese
File format
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Submission Date:
List of Deliverable #3:
September 30, 1996
1. Animation's MMD in Japanese (complete)
File format
2. Scrap Book MMD in Japanese (complete)
File format
3. Video clip in Japanese (complete)
File format
4. Help in Japanese
5. Manual in Japanese
File format
6. Test report (Win95 and Macintosh)
Print
7. Master CD
2. TASK ALLOCATION CHART
A.D.A.M. The Inside Story: Windows and Macintosh versions
Task: Implemented by:
Prepare screens, buttons, menu items ADAM
Prepare dialog boxes, system messages ADAM
Prepare Scrap books ADAM
Prepare Animation ADAM
Prepare Videos ADAM
Prepare Medical Dictionary ADAM
Prepare installation message ADAM
Prepare message entry program ADAM
Prepare Help resources ADAM
Prepare Win & Mac manual resources ADAM
Translate screens, buttons, menu items ZEMI
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Translate dialog boxes ZEMI
Translate system messages ZEMI
Translate Scrap books ZEMI
Translate Animation ZEMI
Translate Video ZEMI
Translate Medical Dictionary ZEMI
Translate installation message ZEMI
Translate Help resources ZEMI
Translate manual ZEMI
Program modifications (if any) ADAM
Integrate resources ZEMI
Prepare Alpha CD ZEMI
Alpha test on Windows 95J and KT7.5 ZEMI
Repair and refine resources ZEMI
Integrate resources ZEMI
Prepare Beta CD ZEMI
Beta test on Windows 95J and KT7.5 ZEMI
Repair and refine resources ZEMI
Prepare Final CD ZEMI
Prepare Final Manual for both Win and Mac ZEMI
Please note that ZEMI's responsibility includes the task of converting
most resources into Japanese, integration of resources into ATIS
program and preparing various test versions of CD, as well as
preparing the golden master. It does not, however, include modifying
any functionality, or debugging any errors not related to resources.
ZEMI does nor warrant translated resources and manuals to be
compatible with any particular machine other than those operating
systems so specified in this document. Furthermore, ZEMI does not
warrant any deliverables to be completed as indicated in this document
if all required resources were not delivered as scheduled by A.D.A.M.
Software.
<PAGE> 20
3. Costs
The costs for conversion will be determined by analyzing the product
requirements, complexities, and schedule constraints. This is exposed in terms
of man-months.
<< Windows & Macintosh ADAM The Inside Story 2.0J>>
Item Costs ($1,000) Notes
Localization Specs. 0.0 non-budgeted item
Development Environment 0.0 non-budgeted item
Japanese medical references 0.0 non-budgeted item
Main Program:
Interface 3.0
Scrap book (12) 25.35 Change voice only
Video Clips (16) 8.0 Change voice only
Animation (60) 25.45 Change voice only
Help 8.0
Installation Program: 0.7
New PLR 2.0
Medical Dictionary 10.8
Integration 4.1
Testing: 1.8
Refine and repair: 1.8
CD ROM production 3.0 Beta, Final, GM
Office fee: 3.0 $500@6mos
Manual 3.0 Translation, PM file
Grand Total 100,000
<PAGE> 21
A.D.A.M. THE INSIDE STORY - Notes on Contract
Step Costs Pay date
Delivery #1 $50,000US Deliverable 1
Delivery #2 $25,000US Deliverable 2
Delivery #3 $25,000US Deliverable 3
A.D.A.M. Software
ATIS Plan