Professional Services Agreement - ARIS Corp. and Aspect Telecommunications Inc.
ARIS CORPORATION
PROFESSIONAL SERVICES AGREEMENT
This Agreement is entered into as of January 5, 1998 (the "Effective
Date"), between ARIS Corporation, a Washington corporation ("ARIS"), and Aspect
Telecommunications, Inc., a California corporation ("Customer").
A. ARIS is a company engaged in the business of providing computer
integration consulting and training services.
B. Customer desires that ARIS provide certain services to Customer, on
the terms and conditions set forth below.
The parties agree as follows:
1. SERVICES; WORK ORDER(S)
ARIS agrees to perform the services (the "Services") described on Work Order(s)
which are executed from time to time by authorized representatives of both
parties and which reference this Agreement. Such Work Order(s) shall constitute
an integral part of this Agreement and if there is any term or provision in the
Work Order(s) which are inconsistent with the terms and provisions of the main
body of this Agreement, the terms and provisions in the Work Order(s) shall
prevail.
2. CHARGES; INVOICING AND PAYMENT.
As consideration for ARIS' Services, Customer agrees to pay ARIS the amounts set
forth on the Work Order, at the times and in the manner set forth on the Work
Order. Unless otherwise specified on the Work Order, Services shall be provided
to Customer on a time and materials basis, at prevailing ARIS rates. In
addition, Customer will pay, unless otherwise specified on the Work Order, (a)
ARIS' reasonable out-of-pocket expenses actually incurred as a result of ARIS'
performance of Services, provided that all such expenses are substantiated by
appropriate written receipts; and (b) all taxes (except franchise or income
taxes) based on or measured by the charges set forth in this Agreement, or based
on any Services provided.
Invoices will be issued semi-monthly by ARIS. Payment is due within 30 days
after Customer's receipt of the invoice. A delayed payment charge of one and
one-half percent (1.5%) of the invoice amount will be paid by Customer for each
30-day period (or part thereof) of delay in payment beyond the payment due date.
3. TERM AND TERMINATION.
This Agreement will commence on the Effective Date specified above and, unless
earlier terminated as provided below, shall remain in effect until all of the
Services have been completed and all of the work products or deliverables (the
"Deliverables") specified on any Work Order have been delivered.
This Agreement and the obligations of the parties hereunder may terminate early
upon the occurrence of any of the following events: (i) completion of the
Services by ARIS; (ii) the institution of voluntary or
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involuntary proceedings by or against any party in bankruptcy or under any
insolvency law, or for corporate reorganization; the appointment of a receiver
or petition for the dissolution of any party or an assignment by a party for the
benefit of creditors; or (iii) upon fourteen (14) days written notice given by
one party to the other party if the other party has committed a material breach
of this Agreement and such breach has not been cured within such notice period.
Upon termination of this Agreement, any outstanding work orders or portions of
the any work orders which have not been performed shall deemed to be canceled.
Customer shall be entitled to all work products and deliverables which have been
completed or partially completed by ARIS at the time of termination. Except
where the Agreement is terminated upon ARIS' breach of this Agreement, ARIS
shall be paid any amounts owing for Services performed and expenses incurred
through the termination date, and Customer shall also reimburse ARIS for the
costs of all non-cancelable committed Services and materials on order (which
shall become Customer's property) resulting from such termination or suspension
of Services.
4. RECORDS AND PROGRESS REPORTS.
ARIS shall keep full and accurate records of all of its labor hours and
reimbursable expenses incurred in connection with this Agreement. ARIS shall
provide access to such records upon Customer's reasonable request. ARIS will
make periodic status or progress reports to Customer at such times and in such
form as is mutually agreed in the applicable Work Order.
5. OWNERSHIP AND USE OF INTELLECTUAL PROPERTY; INDEMNITY
During the term of this Agreement, as a result of ARIS' efforts under this
Agreement, ARIS may generate ideas, inventions, suggestions, copyrightable
materials or other information ("Intellectual Property") which fall into one of
two categories:
a. Intellectual Property specifically related to the subject matter of
ARIS' efforts under this Agreement, and directly related to, or
incorporated into, the work product to be produced by ARIS and delivered
to Customer under this Agreement ("Work Product"). Title to Intellectual
Property described in this paragraph 5a, that is developed solely by
ARIS, or jointly by ARIS and Customer, shall remain in Customer at all
times. ARIS agrees to disclose and assign to Customer, in a form
satisfactory to Customer, all such Intellectual Property, whether made
alone or in conjunction with others, and to render such assistance as
Customer may reasonably require to perfect such assignments and to
protect such Intellectual Property; and
b. Intellectual Property of general applicability not described in
paragraph 5a, whether or not related to, or incorporated into, the Work
Product. Title to Intellectual Property described in this paragraph 5b,
including any Intellectual Property developed by ARIS prior to or
outside of this Agreement, shall remain in ARIS. To the extent such
Intellectual Property is incorporated into the Work Product, ARIS grants
and Customer hereby accepts, a perpetual, worldwide, royalty-free,
non-exclusive license to use and sublicense all such Intellectual
Property as incorporated into the ARIS work product.
ARIS warrants that it has the right to license the Intellectual Property of
general applicability described in paragraph 5b, and that the Work Product does
not infringe on the copyright, patent, trade secrets or other proprietary right
of any third party. ARIS shall at its own expense indemnify, defend and hold
harmless Customer, its officers, directors, shareholders, employees, agents,
representatives and affiliates against all liability, claims, costs, damages and
expenses (including reasonable attorneys' fees) arising out of or in connection
with a claim that Customer's use of the Work Product infringes the intellectual
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property rights of a third party, provided that Customer notifies ARIS promptly
in writing of such action, Customer gives ARIS sole control of the defense
thereof (and any negotiations for settlement or compromise thereof), and
Customer cooperates in the defense thereof at ARTS' expense. ARIS shall pay
those damages or costs finally awarded against Customer in such action
attributable to such claim. If any Work Product becomes, or in ARIS' opinion is
likely to become, the subject of a claim of infringement, then ARIS shall be
obliged to, at ARIS' expense, either (i) procure the right to continue using
such Work Product, (ii) replace or modify such Work Product so that it becomes
non-infringing, or (iii) accept return of such Work Product and give Customer a
refund of all fees previously paid by Customer therefor.
6. CONFIDENTIALITY OBLIGATIONS.
All information and material not in the public domain that may be disclosed by
one party to the other in the course of this Agreement is considered
confidential and proprietary (a) if either party has marked them as such, (b) if
either party, orally or in writing, has advised the other party their
confidential nature, or (c) if due to their character or nature, a reasonable
person in a like position and under like circumstances would treat them as
confidential. Such confidential and proprietary information shall not be used by
the receiving party other than for the purposes under this Agreement for which
it was disclosed. The receiving party will protect such information from
disclosure to third parties except as expressly permitted under this Agreement
and hold it as confidential using the same degree of care as that party uses to
protect its own confidential or proprietary material of like importance, but at
least reasonable care. This obligation will continue for a period of five (5)
years following receipt of the material and will survive any termination of this
Agreement, but it will not cover any information which is disclosed to a third
party by the disclosing party without restrictions on disclosure, any
information that has been or is developed independently by the receiving party
without violation of obligations of confidentiality, any information that falls
into the public domain without fault of the receiving party, any information
that is rightly obtained by the receiving party from a third party without
restriction, or any information that is rightly in the possession of the
receiving party at the time of disclosure by the disclosing party.
Notwithstanding the above, Customer shall be entitled to freely use and
implement the Deliverables produced by ARIS and delivered to Customer hereunder
in Customer's business, and for this purpose disclose the information contained
in the Deliverables to third parties engaged to implement such Deliverables in
Customer's business.
7. STATUS OF ARIS AS INDEPENDENT CONTRACTOR.
ARIS shall devote such time and effort to the performance of the Services as may
be necessary to satisfactorily complete the work and meet the time schedule and
completion date(s) for the delivery of the Deliverables specified in the Work
Order. ARIS shall not subcontract any portion of the work to be performed
without the prior written consent of the Customer, which consent shall not be
unreasonably withheld. ARIS shall be an independent contractor in the
performance of this Agreement and shall not be deemed an employee or agent of
Customer for any purpose whatsoever.
Neither party shall have power to act as an agent of the other or bind the other
in any respect.
ARIS' performance of its obligations under this Agreement shall be in compliance
with all applicable statutes or regulations of any jurisdiction or governmental
agency.
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8. WORKPLACE; DAMAGE INDEMNIFICATION AND INSURANCE
If ARIS is requested by Customer to provide Services on Customer premises,
Customer agrees to provide ARIS personnel a safe workplace whose standards are
consistent with that of its own employees. Customer also agrees to provide
reasonable access to its key personnel necessary for ARIS to perform the
Services. ARIS personnel will observe all safety and other applicable rules in
effect at such workplace, provided that reasonable notice of the rules has been
supplied to ARIS and such personnel.
ARIS shall defend or settle, at its own expense, any claims brought against
Customer to the extent that such claims allege that the negligence or willful
misconduct of ARIS' employees ("Indemnified Acts"), while on Customer's
premises, caused injury or harm to any person or damage to tangible property.
ARIS shall pay any damage awards resulting from such claim to the extent that
such awards are based on Indemnified Acts and not on any acts of Customer. ARIS'
indemnification obligations set forth above are subject to Customer providing
ARIS with prompt notice of any such claim, tendering sole control of the defense
and settlement thereof to ARIS, and providing reasonable assistance to ARIS at
ARIS' expense with respect to the defense and settlement thereof.
ARIS shall purchase and maintain policies of insurance reflecting the following
minimum coverage:
Commercial General Liability $5,000,000 per occurrence
(Bodily Injury and Property Damage)
Workers' Compensation statutory amount
Insurance will be primary, and not secondary, with respect to any policies of
insurance carried by Customer, and will be maintained throughout the term of
this Agreement. ARIS shall provide Customer with 30 days notice of cancellation
or material change in coverage. Upon Customer's request, ARIS shall provide
evidence of insurance acceptable to Customer.
9. NON-SOLICITATION.
Neither party shall solicit employment from any of the other party's employees
whose work relates to this Agreement, during the term of this Agreement and for
a period of six (6) months after termination of this Agreement, without the
prior written consent of the other party.
10. WARRANTY; LIMITATION OF LIABILITY.
ARIS represents and warrants that its performance of the Services hereunder is
not in breach of any agreement or contract, whether written or oral, between
itself and any third party.
ARIS represents and warrants that the Services provided hereunder will be
performed in a professional, workmanlike and skillful manner consistent with the
professional standards and the general customs and practices of the industry.
ARIS further warrants that all the Deliverables delivered hereunder will conform
to the specifications and requirements set forth in the Work Order(s). Customer
must report any apparent deficiencies in the Services and accept or reject the
Deliverables within thirty (30) days of the later of the completion of the
Services or the date that such deficiencies were reasonably discoverable by
Customer within 180 days from the date of completion of such Services. Latent
defects which were not reasonably discoverable by Customer within the 180 day
period shall be reported by Customer to ARIS as soon as practicable after they
were discovered by Customer. ARIS shall correct the defects or
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deficiencies within 15 days of Customer's report or such additional time as
agreed by the parties. If ARIS is unable to re-perform the Services as warranted
or correct the defects or deficiencies to the satisfaction of Customer within
such time frame, Customer shall be entitled to recover the greater of (a) the
fees paid to ARIS for the deficient Services, and (b) the Customer's costs of
engaging a third party to re-perform the Services or correct the deficiencies.
THE EXPRESS WARRANTIES CONTAINED IN THIS AGREEMENT ARE ARIS' EXCLUSIVE
WARRANTIES. ARIS DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS
EXPRESSLY PROVIDED HEREIN, ARIS WILL NOT BE LIABLE IN ANY EVENT FOR ANY
CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT. ARIS' MAXIMUM LIABILITY UNDER THIS AGREEMENT
SHALL BE LIMITED TO 1.5 TIMES THE AMOUNT PAID BY CUSTOMER UNDER THIS AGREEMENT;
PROVIDED THAT THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO ARIS'
INDEMNIFICATION OBLIGATIONS UNDER SECTIONS 5 AND 8 OF THIS AGREEMENT.
11. CONSULTANT TIME COMMITMENT
The start date and duration of assignment for each employee of ARIS
("Consultant") assigned to work on the project covered by the Services shall be
as agreed between the parties and as specified on the Work Order. ARIS may
remove a Consultant from the project only upon the prior written consent of
Customer, which shall not be unreasonably withheld. Customer shall have the
right to require ARIS to remove a Consultant from the project at any time.
12. EXPENSE GUIDELINES
ARIS agrees to follow the guidelines set forth below when traveling to
Customer's location in San Jose, California.
Lodging
- Obtain Customer corporate rates
- Current hotels for travel to Customer Corporate
Headquarters
- Embassy Suites, San Jose
- Red Lion Hotel, San Jose Airport (now a Double
Tree)
- Sheraton San Jose
Meals
- ARIS' employees will be reimbursed for the reasonable,
actual cost of meals, including taxes and tips, incurred
while traveling on company business.
- A traveler should always take advantage of meals
included in the price of a business seminar, conference,
etc. or in the cost of transportation.
- Each employee of ARIS shall keep all receipts for
reimbursable personal meals. All reimbursable meal
expenses must be documented by receipts if over $25 in
any one day. Individual meals over $25 not supported by
a receipt will NOT be reimbursed. If the hotel bill is
on the American Plan (all meals) or Modified American
Plan (2 meals - breakfast and dinner), a notation to
this effect should be indicated on the travel expense
report. Reimbursement for meals during trips that do not
include an
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overnight stay should be substantiated by receipts
attached to a completed local Expense Report Form.
Parking
- ARIS' employees are encouraged to use airport shuttles,
public transit, shared limousine service, or taxi cabs
when traveling to and from airports if the amount is
less than long-term parking fees and mileage using a
rental vehicle. Reimbursement will be made on an actual
basis, including reasonable tip. Receipts are required
for taxi cab rides over $25 and should be completed by
the driver.
- Airport parking in short-term, close-in lots is
authorized for trips of three days duration or less, or
for trips of up to seven days duration where the trips
of longer duration, where a personal auto must be parked
at the airport, use of long-term parking lots is
expected.
Rental Cars
- In cities with convenient public transportation systems,
ARIS' employees should carefully consider the
convenience and cost savings from use of public transit
before selecting rental cars for surface transportation.
- Customer has a special arrangement with two rental car
agencies, Hertz and Budget, providing significant
discounts and benefits. If company business requires the
rental of an automobile, ARIS' employees should utilize
Hertz Rent-A-Car. If a Hertz Rent-A-Car is not
available, the employee should use Budget Rent-A-Car.
- ARIS' employees should rent the most economical car
consistent with the business purpose. When it is known
in advance that ARIS' employees are traveling to the
same location, the employees are expected to share
rental cars. In this case, a car size consistent with
the number of passengers is authorized.
- ARIS' employees are encouraged to refuel the tank before
returning the car to the rental agency to avoid costly
refueling charges. If time is critical when returning a
rental car, obtain a "rapid Return" statement of
charges.
- ARIS' employees are personally responsible for any
parking fines or traffic violations incurred while using
the rental car.
- Insurance is automatic when renting a car for business
rentals, from Hertz or Budget in the U.S., and when
renting a car from any agency in the UK, therefore,
ARIS' employees should not accept any car insurance in
all other countries for business rentals.
ARIS shall also follow the following additional guidelines:
Air Travel
- Airline tickets should be reserved and purchased as
early as possible to obtain the best fare value.
- Air travel should be by the most direct route and least
expensive class of service at the time of booking.
Meals
- Daily meal costs will not exceed $15 for breakfast, $15
for lunch, and $35 for dinner, including tips - not to
exceed a total limit of $50 per day. Please note that
the individual meal costs do not add up to the total
daily limit.
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13. MISCELLANEOUS.
This Agreement is governed by the laws of the State of California, without
regard to its conflict of laws principles. Any legal action must be filed within
two (2) years after the injured party first knew of the facts giving rise to the
cause of such action. The parties agree that jurisdiction over and venue in any
legal proceeding arising out of or relating to this Agreement shall be the
federal or state courts located in California. The prevailing party to any
action shall be entitled to its reasonable costs and attorneys' fees from the
other party.
All notices and other communications between the parties shall be effective when
received in writing at the following addresses or such other address as may be
designated by a party giving written notice to the other party pursuant to this
provision:
ARIS Corporation Aspect Telecommunications
6720 Fort Dent Way, Suite 250 1730 Fox Drive
Seattle, WA 98188-2555 San Jose, CA 95131-2312
Attn: General Counsel Attn: General Counsel
Fax: (206)433-1182 Fax: (408)325-4001
Neither Customer nor ARIS may assign its rights under this Agreement without the
prior written consent of either party. Any such attempted assignment shall be
null and void.
Neither party shall issue any press release or other public disclosure
concerning this Agreement without prior written consent of the other party,
which shall not be unreasonably withheld. However, either party may disclose the
existence of this Agreement or its contents as may be required to comply with
applicable laws or regulations. ARIS may use Customer's name in its listings of
customer names.
This Agreement, together with the Work Order(s), constitutes the entire
agreement of the parties, supersedes any prior understandings relating to the
subject matter hereof, and may be amended or supplemented only in a written
agreement signed by the respective authorized representatives of ARIS and
Customer. All preprinted clauses on any order form by Customer are deemed
deleted.
This Agreement may be executed in two or more counterparts, each of which shall
be deemed an original and all of which together shall constitute one and the
same instrument.
CUSTOMER ARIS CORPORATION
Signature /s/ KATHY CRUZ Signature /s/ DIANA ROOT
------------------------- -------------------------
Name KATHY CRUZ Diana Root, RCM
------------------------------
Title Vice President & CIO
-----------------------------
Date 28 January 1998 Date 2/11/98
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WORK ORDER
ARIS CONTRACT NO.:__________________
WORK ORDER NO.:_____________________
This Work Order is executed this 5(th) day of January, 1998, subject to the
terms and conditions of that certain Professional Services Agreement, dated
January 5, 1998 (the "Agreement"), by and between ARIS Corporation ("ARIS"), a
Washington corporation and Aspect Telecommunications, Inc., a California
corporation ("Customer").
DESCRIPTION OF SERVICES:
*
WORK LOCATION: BILLING CONTACT:
-------------- ----------------
* *
CONSULTANT RATE PER HOUR HOURS ORDERED
---------- ------------- ----- -------
* * * *
* * * (Fixed by Phases,
* * * See Below)
* * *
CUSTOMER PROJECT MANAGER ARIS PROJECT MANAGER
------------------------ --------------------
*
* *
* *
*
TRAVEL ARRANGEMENTS:
--------------------
See Expense Guideline set forth in Section 12 of the Agreement.
PER DIEM/OTHER EXPENSE ARRANGEMENTS:
------------------------------------
See Expense Guideline set forth in Section 12 of the Agreement.
PAYMENTS AND FEES: TIME AND MANNER OF PAYMENTS:
-----------------------------------------------
The project planning phase is broken into four time periods for billing
purposes. The tasks and deliverables that must be completed to ensure payment
for each time period are listed in the following
* Portions of this agreement have been omitted pursuant to a request for
confidential treatment pursuant to SEC Rule 24b-2, to be filed separately with
the SEC no later than April 10, 2001.
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section. The work products and deliverables must conform to the specifications
and requirements set out in this Work Order.
ARIS will invoice Aspect based on the following schedule. If ARIS completes the
work under the estimated hours for all four time periods, ARTS will credit
Aspect with amounts over the actual time spent on the project. If actual hours
exceed the estimated figures, Aspect will not be billed extra amounts. NOTE:
This agreement is based on the scope and assumptions defined in this document.
Should the scope and assumptions change, ARIS and Aspect will negotiate a
revised fee to reflect modifications in cost.
1. Billing Period: Weeks * and *
Invoice Amount: * of Total and Actual Expenses
Services: *
Expenses: * (actuals only, not to exceed this amount)
Total: *
2. Billing Date: Weeks * and *
Invoice Amount: * of Total and Actual Expenses
Services: *
Expenses: * (actuals only, not to exceed this amount)
Total: *
3. Billing Date: Week * and *
Invoice Amount: * of Total and Actual Expenses
Services: *
Expenses: * (actuals only, not to exceed this amount)
Total: *
4. Billing Date: Week * and *
Invoice Amount: * of Total and Actual Expenses
Services: *
Expenses: * (actuals only, not to exceed this amount)
Total: *
TIME, SCHEDULE, AND COMPLETION DATE(S):
TIME PERIOD TASK DELIVERABLE
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WEEKS 1 AND 2 Review scope, objectives, assumptions, plan, resources, 2 Status Meetings
for planning phase
Collect and review project related documentation 2 Written Status Reports
Review functionality used in current version of software
(25% complete)
Compare current functionality to functionality in new
version of software (25% complete)
--------------------
* Portions of this agreement have been omitted pursuant to a request for
confidential treatment pursuant to SEC Rule 24b-2, to be filed separately with
the SEC no later than April 10, 2001.
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TIME PERIOD TASK DELIVERABLE
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WEEKS 3 AND 4 Review functionality used in current version of 2 Status
Meetings software (75% complete)
Compare current functionality to functionality in new 2 Written Status Reports
version of software (75% complete)
Review customizations (50% complete)
Review interfaces (50% complete)
Review system architecture (hardware, operating
system, database, clients)
WEEKS 5 AND 6 Review functionality used in current version of 2 Status Meetings
software (100% complete)
Compare current functionality to functionality in
new 2 Written Status Reports version of software
(100% complete)
Review customizations (100% complete) Documented Decision
regarding Multi Org
Review interfaces (100% complete) Documented Decision
regarding Customizations
Prepare Draft of detailed project plan Documented Decision
regarding Interfaces
WEEKS 7 AND 8 Define project team organization & reporting structure 2 Status Meetings
for upgrade
Define roles and responsibilities for upgrade 2 Written Status
Reports
Estimate team member roll-on and roll-off dates for Final Project Plan
upgrade
Define project phases & roll-out of upgrade Final Report (written and
presented)
Define assumptions, critical issues and risks of
upgrade
Determine project issue resolution and communication
strategy for upgrade
Obtain clarification on change management procedures
Ensure understanding of the quality review process
Define project standards and procedures for tools
Define TAR, management procedures for apps
Prepare detail project plan (tasks, timeline,
resources, milestone definition) for upgrade
Prepare and present final planning report for client
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SPECIFICATIONS AND REQUIREMENTS OF DELIVERABLES AND WORK PRODUCTS
Sections to be included in Final Report
Executive Summary
Objective and scope
Critical Success Factors
Project team organization chart
Project approach
Critical project issues and assumptions
Risks
Schedule
Resource statement (roll-on/off dates)
Communication strategy (status reporting, issue resolution, etc.)
Project plan
KEY WORK DEPENDENCIES AND ASSUMPTIONS:
ARIS' ability to meet project expectations are dependent upon various events,
accomplishments and assumptions, including the following:
- Preliminary tasks complete
- Development environment available
- Upgrade software and documentation onsite
- All patch tapes ordered and received
- Work area available for consultants
- Determine Users and IT Analysts that will be assigned to
the following functional areas: GL, FA, AP, PO, AR, OE,
INV, MRP, Planning, ENG, Bills, WIP, Alerts, Revenue
Recognition, Multi Org
- Interviewing schedule defined and communicated
- Determine IT Resources responsible for the following
items: Database and Software Installation, Hardware,
Import and Export Interfaces, Customizations
- Gather documentation for the following items: User
Manuals, Technical Manuals, Process Diagrams,
Customizations (specifically Revenue Recognition),
Imports & Exports, Architecture Diagrams
- Oracle Application Modules in scope: AP, AR, BOM, ENG, FA, GL,
INV, MRP, OE, PLAN, PO, W1P, Alerts
- Current version: 10.5 Character; Target Version: 10.7 Character
- Aspect may consider moving to the Web Application in the future
- Display Manager is used
- Platform is HP; Database is version 7.1.6.2
- There are 80 - 100 Concurrent Users; 1300 employees
- Currently 14 sets of books (see RFP page 8)
- There are several customizations, the greatest being the Revenue
Recognition functionality (see RFP page 8)
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- ALL CUSTOMIZATIONS ARE "Bolt-Ons" and not modifications to the
base code
- There are four import interfaces and three export interfaces
(see RFP page 8)
- No additional modules will be added during the upgrade
- Alerts is only being used minimally
- Scope of planning phase includes a review of architecture,
customizations, and new functionality in 10.7 (including
multi-orgy, as noted in the RFP, Page 4
- Scope also includes a review of the system interfaces
CUSTOMER ARIS CORPORATION
Signature /s/ KATHY CRUZ Signature /s/ DIANA ROOT
------------------------- -------------------------
Name KATHY CRUZ Diana Root, RCM
------------------------------
Title Vice President & CIO
-----------------------------
Date 28 January 1998 Date 2/11/98
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