Sample Business Contracts

Statement of Work [Outsourcing Services Agreement] - NaviSite Inc. and ClearBlue Technologies Inc.

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                                STATEMENT OF WORK

This Statement of Work is dated as of January 1, 2003, and is attached to and
made a part of the Outsourcing Services Agreement (the "Outsourcing Agreement")
dated as of January 1, 2003 by and between NaviSite, Inc. ("NaviSite") a
Delaware corporation having an office and place of business at 400 Minuteman
Road, Andover, MA 01810 and ClearBlue Technologies, Inc. a Delaware corporation
having an office and place of business at 100 First Street, Suite 1000, San
Francisco, CA 94105("CBT") including the wholly-owned subsidiaries of CBT listed
on the signature pages to the Outsourcing Agreement. Any term used herein that
is defined in the Outsourcing Agreement shall have the same meaning in this
Statement of Work as in the Outsourcing Agreement. To the extent that this
Statement of Work is inconsistent with or conflicts with the Outsourcing
Agreement, this Statement of Work shall amend and supercede those inconsistent
or conflicting terms of the Outsourcing Agreement. In all other respects, the
Outsourcing Agreement shall remain in full force and effect according to its

WHEREAS, CBT and NaviSite desire to enter into this Statement of Work to define
new Optional Services as contemplated in the Outsourcing Agreement and to
further define the Services to be preformed by NaviSite for CBT;

WHEREAS, NaviSite desires to perform and CBT desires to have performed by
NaviSite the Optional Services according to the terms and conditions set forth
in this Statement of Work and the Outsourcing Agreement.

NOW THEREFORE, in consideration of the terms and conditions set forth herein,
the parties agree as follows:

I.   Scope:

NaviSite is going to provide management services to CBT related to: (i) the
discontinuation of certain operations and data centers if and as decided by CBT
to be discontinued and (ii) certain administrative, legal and human resources as
described herein. The scope of this document is limited to the Services and
Optional Services to be provided and the payment for said work.

II.  Detail of Services:

     1.   Operation Management

          a)   Network Operations Center- including customer support monitoring
               and reboots, troubleshooting and remote hands functions for the

          b)   Network Services- including network infrastructure design,
               customer network design, customer network
               build/configuration/test and network troubleshooting.


          c)   Security Services- including VPN configuration/support, firewall
               support, IDS support and vulnerability scans.

          d)   DNS/IP Services- including IP management, DNS management and
               SPAM/Abuse management.

          e)   Internet/Telecom Services- including Internet bandwidth
               management, local circuit provisioning and telecom support for
               the data centers

          f)   Application Management Services- as requested and agreed to by
               NaviSite depending on the managed application

          g)   Customer response and management- general customer support
               including: space, power and cross connect add-ons, providing
               answers to billing questions, incident handling and operations
               projects, implementations and project management, renewals SPAM
               handling, customer communications and special requests such as
               de-racking equipment.

     2.   Sales and Sales Support

          NaviSite will provide sales services including:

          a)   Sales Support- with face-to-face customer/prospect meetings,
               sales management, lead generation and prospect screening.

          b)   Order Administration- with revenue and sales forecasting

          c)   Product Management- with production of service descriptions and
               product pricing recommendations.

     3.   Financial and Accounting Services

          NaviSite will manage and perform the following financial and
          accounting functions:

          a)   Disbursement function - from purchase order through cash payments
               for expenses. This will include cash management and planning.

          b)   Collection function - This will include collection calls, cash
               collections and collection forecasts;

          c)   Accounting function - NaviSite will maintain CBT's general ledger
               in accordance with GAAP. In addition, NaviSite will prepare CBT's
               monthly financial statements, in accordance with GAAP. These
               financial statements will be prepared within 30 days of month
               end; and

          d)   Planning and forecasting - NaviSite will provide 6 and 12 month
               financial planning and analysis for the CBT data centers. This
               analysis will include recommendations for performance



III. Description of Optional Services:

     1.   Human Resources Services

               As part of providing support and Optional Services in the area of
               human resources, NaviSite shall hire the CBT human resources
               professionals and shall provide to CBT all benefit and human
               resources support for CBT and its employees.

     2.   Legal Support Services

               NaviSite will provide a variety of legal support, advice and
               services both through its internal and external counsel. Such
               services may include, litigation management, transaction planning
               and document drafting. Contract administration for all vendor,
               lease and customer contracts shall be performed by NaviSite as
               part of the Optional Services.

     3.   Discontinued Operations

               In the event that CBT decides to discontinue or shut down certain
               data centers, NaviSite will provide services to shutdown certain
               discontinued CBT data centers. Such services may include:
               financial and accounting services, customer communication and
               customer migration, vendor, and landlord negotiations, facilities
               services, human resources and legal support structuring
               transactions with third parties.

IV.  Fees for Services and Optional Services:

     1.   All Services and Optional Services described and performed by NaviSite
          for and/or on behalf of CBT pursuant to this Statement of Work and/or
          the Agreement as amended by the parties from time to time shall be at
          a fee equal to NaviSite's cost for providing such services plus five
          percent (5%); provided however, NaviSite will mark up only labor
          costs. Direct costs will not be marked up.

     2.   Scope of direct costs - NaviSite direct costs will consist of:

          a)   Direct labor hours provided by NaviSite employees; and

          b)   Direct costs paid by NaviSite on behalf of CBT.

     3.   Calculation of costs

          a)   Direct labor costs will be tracked on a monthly basis by
               individual NaviSite employees and will be made available to CBT;

          b)   The NaviSite controller will track direct costs incurred by
               NaviSite monthly and copies of invoices and proof of payment will
               be made available to CBT.



     IN WITNESS WHEREOF, the parties acknowledge that each has fully read and
understood this Agreement, and, intending to be legally bound thereby, executed
this Agreement on the date set forth above.


Signature /s/ Arthur Becker                Signature /s/ Kevin Lo
          --------------------------                 ---------------------------
Name  Arthur Becker                        Name  Kevin Lo
Title  Vice President                      Title  CFO

                                                                 NaviSite Inc.
                                                                   As To Form
                                                                Legal Dept. RMD