Agreement for Subcontracting Services - Interwoven Inc. and Perficient Inc.
AGREEMENT FOR SUBCONTRACTING SERVICES
This Agreement for Subcontracting Services (the "AGREEMENT") is made
as of April 23, 1999 by and between Interwoven, Inc., a California
corporation with a place of business at 1195 W. Fremont Ave., #2000,
Sunnyvale, California 94087 ("INTERWOVEN") and PERFICIENT. a Texas
corporation, with a place of business at 144 South Third Street, Suite 105,
San Jose, CA 95112 ("SUBCONTRACTOR").
1. DEFINITIONS.
a. "PROJECT" shall mean the services and Deliverables to be
provided to Interwoven or a client of Interwoven under a specific Statement of
Work.
b. "STATEMENT OF WORK" shall mean an attachment to this
Agreement which references this Agreement and defines, with respect to a
specific Project, the services to be performed, Deliverables, Interwoven
Responsibilities, final or interim project completion dates or milestones,
fees or rates, and which sets forth any modifications to this Agreement. A
Statement of Work signed by both parties shall be incorporated in and made a
part of this Agreement. In the event of a conflict between the Statement of
Work and this Agreement, the terms of the Agreement shall prevail.
c. "DELIVERABLES" shall mean any and all items described in
a Statement of Work that Subcontractor agrees to deliver to Interwoven or to
Interwoven's client in performance of the services governed by such Statement
of Work.
2. SERVICES.
a. Subcontractor shall perform the services ("WORK") and
provide the Deliverables to Interwoven set forth in the Statement of Work.
b. Each of Interwoven and Subcontractor shall appoint a
Project Manager who shall be responsible for coordinating its activities
under a Statement of Work. Each party shall direct all inquiries, requests
and reports concerning the services and Deliverables to the other party's
Project Manager. Subcontractor shall submit written progress reports, and
Interwoven shall submit written replies, in accordance with a schedule to be
determined by the Project Managers.
c. Time is of the essence in the performance of Work and
other obligations hereunder, and Subcontractor agrees to complete the Work by
the milestones and dates set forth in the Statement of Work. If Subcontractor
fails to complete the Work in a satisfactory manner by the date specified
therefor in the Statement of Work, fails to complete any specified portion of
Work by the milestone (if any) provided therefor in the Statement of Work, or
fails to make reasonable progress toward satisfactorily completing Work by
the date specified therefor in a Statement of Work which does not specify
milestones, except for delays by Interwoven as described in Section 4.c below
and subject to Section 14.c., Interwoven may, at its option and in its sole
discretion:
(1) defer all payments payable under the Statement of Work
until Subcontractor is in compliance with all performance and delivery
requirements related to that Work and, in the case of Work under a Statement
of Work that does not specify milestones,
<PAGE>
demonstrates to Interwoven's reasonable satisfaction that Subcontractor will
complete the Work by the date specified therefor; or
(2) Notify Subcontractor that the Statement of Work will be
terminated unless Subcontractor cures all breaches hereof and, if the
Statement of Work does not specify milestones, demonstrates to Interwoven's
reasonable satisfaction that Subcontractor will complete the Work in a
satisfactory manner by the date specified therefor, all within a period of
ten (10) days. Unless Subcontractor timely complies with this requirement, at
the end of such ten (10) day period, Subcontractor will discontinue
performance under the Statement of Work, except that Subcontractor will
deliver to Interwoven all Deliverables under the Statement of Work, whether
or not completed, and if after inspecting the same, Interwoven does not
promptly return them but instead notifies Subcontractor of its election to
retain such Deliverables, it will pay Subcontractor in accordance with the
applicable payment and reimbursement provisions set forth in Section 5.c
below, with no obligation to make such payments if Interwoven elects to
return such Deliverables to Subcontractor and certifies that Interwoven has
retained no copies.
3. FEES AND PAYMENT.
a. The fees due Subcontractor for services in connection
with a Project, exclusive of taxes, shall be as set forth in the applicable
Statement of Work. Any expenses, including reasonable travel expenses,
incurred by Subcontractor and necessary to perform the services that are
pre-approved by Interwoven and in accordance with Interwoven's travel policy,
a copy of which shall be provided to Subcontractor prior to any authorized
travel on behalf of Interwoven, will be reimbursed by Interwoven. Interwoven
shall pay sales, excise and similar taxes arising in connection with services
for a Project, except for any income tax due on income received by
Subcontractor, upon receipt by Interwoven of an invoice from Subcontractor
setting forth a description and amount of such taxes.
b. Subject to Section 2.c above, payment for all Work
performed by Subcontractor in connection with a Project shall be made by
Interwoven to Subcontractor in accordance with the Payment Schedule in the
applicable Statement of Work. All fees are due and payable within thirty (30)
days after receipt of invoice. Reimbursable expenses will be billed to
Interwoven incurred by Subcontractor and payable within thirty (30) days
after receipt of invoice.
4. CHANGE OF SCOPE.
a. Subcontractor will notify Interwoven in writing whenever
it identifies the need to perform Work or provide a Deliverable additional to
or different from those set forth in a Statement of Work (a "CHANGE OF
SCOPE"). Interwoven may notify Subcontractor in writing whenever Interwoven
believes there is a need for a Change of Scope.
b. If Interwoven wishes Subcontractor to perform or deliver
what is identified in a Change of Scope provided by Subcontractor. Interwoven
will so notify Subcontractor in writing. Subcontractor will provide an
estimate of the cost and schedule impact of performing or delivering the
Change of Scope, which estimate will be provided within a mutually agreed
time frame. Subcontractor shall not be obliged to take further action with
respect to the Change of
2
<PAGE>
Scope until Subcontractor and Interwoven execute an appropriate written
amendment to the applicable Statement of Work.
c. If Interwoven fails to meet the Interwoven
Responsibilities as defined in the Statement of Work, and such failure
materially and adversely affects Subcontractor's costs or schedule or
precludes further work by Subcontractor on the Project until the Interwoven
Responsibilities are met, then Subcontractor will notify Interwoven in
writing, and Subcontractor and Interwoven will promptly cooperate to make an
appropriate written amendment to the applicable Statement of Work.
5. TERM OF AGREEMENT; TERMINATION.
a. This Agreement is effective upon execution for a term of
one year from the date first written above, or until the completion of all
Projects described in Statements of Work executed hereunder, whichever period
is longer. The parties may extend the term by mutual written agreement.
b. This Agreement may be terminated by either party at any
time upon thirty (30) days written notice to the other party; provided,
however, any such termination will not excuse the nonperformance of either
parties' obligations with respect to any unfinished Work (or payment
therefor) and completion of all Projects under a Statement of Work or
pursuant to Sections 6, 7, 8, 9, 10. 11 and 14.a.
c. Interwoven shall have the right to terminate a Statement
of Work at any time by giving written notice to Subcontractor, in which case
(unless Subcontractor is in breach of this Agreement), Interwoven will (a)
Pay Subcontractor for the reasonable value of the Work performed prior to
receiving such notice of termination, which value shall be calculated as
follows: (i) for a Statement of Work based on time and materials, the hourly
rates for Subcontractor personnel as may be set forth in the applicable
Statement of Work under which Work was actually performed, (ii) if the
Statement of Work provides for interim payments for partial completion of the
Work upon reaching a milestone, the portion of the next milestone payment
amount that reflects Interwoven's reasonable estimate of the pro rata portion
of the Work necessary to reach the next milestone which was actually
performed by Subcontractor after the prior milestone, if any, or (iii) for a
Statement of Work other than those described in (i) and (ii) above, the total
fees due under the Statement of Work, as equitably adjusted for that portion
of the Work that has not yet been performed; and (b) reimburse Subcontractor
for all reasonable reimbursable expenses under Section 3 above incurred by
Subcontractor prior to receiving such notice of termination and all
reasonable costs incurred by Subcontractor thereafter to return or dispose of
unused materials and equipment acquired by Subcontractor to perform the Work
or deliver the Deliverables under such Statement of Work, provided that
Subcontractor will exert its best efforts to minimize such costs. In the
event of such a termination, Subcontractor shall deliver to Interwoven, or to
its client if Interwoven so directs, all copies of any and all materials or
information (x) provided by Interwoven or Interwoven's client; or (y)
Deliverables created by Subcontractor for Interwoven or Interwoven's client
hereunder, whether complete or partially complete.
6. CONFIDENTIALITY.
3
<PAGE>
a. It is anticipated that each of the parties will disclose
to the other "CONFIDENTIAL INFORMATION." "CONFIDENTIAL INFORMATION" means any
information obtained from or through Interwoven or Interwoven's client, or
developed or obtained by Subcontractor in connection with the performance of
this Agreement or any Statement of Work hereunder, including, without
limitation, software programs, technical data, methodologies, customer
information and business information of the parties, and any information
contained in any Deliverables.
b. Each party shall be a "Disclosing Party" with respect to
Confidential Information which that party discloses to the other and shall be
a "Receiving Party" with respect to Confidential Information which that party
receives from the other. A Disclosing Party shall not identify as
Confidential Information any information, which the Disclosing Party does
not, in good faith, consider to be proprietary and/or confidential.
c. The Receiving Party shall employ diligent efforts to
maintain the secrecy and confidentiality of all Confidential Information.
Such diligent efforts shall be at least equivalent to that degree of care
which the Receiving Party normally exercises with regard to its own property
that it maintains secret and confidential, but in any event no less than a
reasonable degree of care.
The Confidential Information may be disclosed only for purposes of
the joint activity with the Disclosing Party and only to the Receiving
Party's employees with a need to know, provided that each such employee has
previously been advised of the terms of this Agreement. The Receiving Party
may disclose Confidential Information of the Disclosing Party to employees of
a client with a need to know for purposes of the joint activity of the
parties hereunder, only pursuant to a written confidentiality agreement of
the Receiving Party and the client which (a) expressly identifies the
Confidential Information of the Disclosing Party, (b) provides no less
protection of the Confidential Information than the provisions of this
Article, and (c) is, in all other respects, reasonably acceptable to the
Disclosing Party. The Receiving Party shall not disclose under any
circumstances Confidential Information of the Disclosing Party to an employee
or contractor or subcontractor or agent of the Receiving Party who has on any
occasion been a party to or been exposed to any type of business relationship
whatsoever, including employment, with any competitors or potential
competitors of the Disclosing Party without first obtaining the written
permission of the Disclosing Party. The foregoing notwithstanding, Interwoven
shall have the right to disclose pricing information of Subcontractor to
Interwoven's client or potential client, to the extent Interwoven reasonably
determines that such disclosure is appropriate in the course of its
negotiations with its client. In such event, Interwoven shall disclose
pricing information of Subcontractor only to the extent necessary for the
purposes of negotiation.
d. The disclosure of Confidential Information shall not be
construed to grant to the Receiving Party any ownership or other proprietary
interest in such information. The Receiving Party agrees that it does not
acquire any title, ownership, or other intellectual property right or license
by virtue of such disclosure.
e. "Confidential Information" shall not include any
information disclosed hereunder which: (a) was rightfully in the Receiving
Party's possession before receipt from the Disclosing Party other than
through prior disclosure by the Disclosing Party: or (b) is or becomes a
matter of general public knowledge through no breach of this Agreement: or
(c) is rightfully
4
<PAGE>
received by the Receiving Party without an obligation of confidentiality and
from a third party who did not receive it directly or indirectly from the
Disclosing Party; or (d) is independently developed by the Receiving Party;
or (e) is disclosed under operation of law, governmental regulation, or court
order, provided the Receiving Party first gives the Disclosing Party notice
and a reasonable opportunity to secure confidential protection of such
information.
f. Upon termination of this Agreement, the Receiving Party
shall (i) immediately cease using the Confidential Information, (ii) promptly
return to the Disclosing Party all tangible embodiments of the Confidential
Information, and (iii) promptly certify in writing the Receiving Party's
compliance with this paragraph.
g. In the event that a Receiving Party breaches a provision
of this Section, the damage to the Disclosing Party will be irreparable.
Therefore, in the event of a breach or threat of breach, the Disclosing Party
shall be entitled to equitable relief to restrain such breach or threat of
breach, in addition to any other relief available at law or in equity.
7. INTELLECTUAL PROPERTY.
a. Unless otherwise specified in a Statement of Work, as
between Interwoven and Subcontractor, Interwoven will own and, to the extent
permissible under applicable law, Subcontractor hereby assigns to Interwoven
all proprietary rights in any and all inventions, works of authorship,
products or processes, whether or not patentable, conceived or reduced to
practice or fixed in a tangible medium of expression by Subcontractor in the
performance of services hereunder ("INNOVATIONS"). If requested by
Interwoven, Subcontractor agrees to do all things necessary to assist
Interwoven (or Interwoven's client) in obtaining patents, copyrights or other
proprietary rights on Innovations. Subcontractor agrees to execute such
documents as may be necessary to implement and carry out the provisions of
this Section 7.a. If implementing any recommendation of Subcontractor or
making, using, selling, offering for sale, copying or distributing any
Deliverable or copies of any Deliverable would infringe any patent or
copyright owned or controlled by Subcontractor, Interwoven will have a
perpetual, assignable, non-exclusive, royalty-free license (with the right to
sublicense) under all such patents and copyrights to do all things necessary
to implement the recommendation, to make, use, sell, offer for sale, copy and
distribute all Deliverables and copies of Deliverables, to create works of
authorship derived from Deliverables, and to use, sell, copy and distribute
any such derivative works.
b. Subcontractor shall furnish to Interwoven, or to its
client if Interwoven so directs, copies of all drawings, plans,
specifications, reports and data developed or produced for Interwoven under
this Agreement.
8. INTELLECTUAL PROPERTY INDEMNITY.
a. Interwoven will notify Subcontractor, in writing, of any
claim, action or proceeding ("INFRINGEMENT CLAIM") against Interwoven or
Interwoven's client that any Deliverable or other work product produced by
Subcontractor for Interwoven, or the use thereof, infringes a patent,
trademark, copyright or other proprietary right of a third party or
misappropriates a trade secret of a third party.
5
<PAGE>
b. Upon being notified of any Infringement Claim brought
against Interwoven or Interwoven's client based on such a claim,
Subcontractor, at its sole cost, shall indemnify and defend Interwoven and
Interwoven's client in said action, perform any negotiations for settlement
or compromise of the action, and pay any and all settlements reached and/or
costs and damages awarded in any such action, together with reasonable
attorney's fees; provided, however, that to the extent that any action is
based upon a claim that material furnished to Subcontractor by Interwoven or
Interwoven's client, or the use thereof, infringes a patent, trademark,
copyright, or other proprietary right of a third party, or misappropriates a
trade secret of a third party, Interwoven, at its sole cost, shall indemnify
and defend Subcontractor in such action, perform any negotiations for
settlement or compromise of the action, and pay any and all settlements
reached and/or costs and damages awarded in the action, together with
reasonable attorney's fees.
c. In the event of an Infringement Claim Subcontractor
will, with the consent of Interwoven: (a) obtain the rights to use the
infringing material; (b) modify the Deliverables so as to render them
non-infringing and functionally equivalent: or (c) provide functionally
equivalent substitute Deliverables; PROVIDED, however, that if none of the
other options set forth in this paragraph can reasonably be achieved,
Subcontractor may, in its sole discretion, elect to refund to Interwoven all
fees paid to Subcontractor under the applicable Statement of Work in full
satisfaction of Subcontractor's obligations under the Statement of Work. Any
remedy under this paragraph shall be undertaken at the expense of the party
that furnished the infringing material.
9. WARRANTIES.
a. Interwoven warrants that Subcontractor's use of any and
all materials furnished by Interwoven hereunder will not violate or conflict
with any U.S. intellectual property rights of any third persons including,
but not limited to, copyrights, patent and trademarks. If Subcontractor
performs code renovation hereunder, Interwoven warrants that it is authorized
to permit Subcontractor's use of all relevant code for purposes of such
renovation.
b. Subcontractor warrants that:
(1) it will perform the Work and all services to be
rendered hereunder with that standard of care, skill and diligence normally
provided by a professional person in the performance of similar services with
respect to work similar to that specified by any Statement of Work;
(2) upon delivery of each Deliverable to Interwoven,
Interwoven will have marketable title to that Deliverable, free and clear of
all liens and encumbrances;
(3) the Deliverables will meet the standards customarily
met by professional persons providing such Deliverables and also any
specifications set forth therefor in the Statement of Work applicable thereto;
(4) to the extent that any Deliverable consists of
computer hardware or software, such Deliverables will be Year 2000 Compliant.
For purposes of this Agreement, the term "YEAR 2000 COMPLIANT" means that
such Deliverable is designed to be used before, during and after the year
2000. Specifically, such Deliverable will (i) represent all calendar years
with four digits as opposed to two (e.g., 2001 instead of 01); (ii) correctly
identify and process all dates,
6
<PAGE>
including those in calculations which reference one or more centuries: (iii)
operate without any errors, aborts or invalid results related to any date;
and (iv) correctly identify and process leap years;
(4) Subcontractor, Subcontractor's employees,
contractors or agents will not perform services, disclose Confidential
Information or engage in any consultation work for a third party relating to
Interwoven's current or anticipated business which would conflict with
Subcontractor's obligations to Interwoven under this Agreement, without first
obtaining Interwoven's prior written consent.
(5) the Deliverables and all work products created and
delivered by Subcontractor hereunder will not violate or conflict with any
intellectual property rights of any third persons including, but not limited
to, copyrights, patents and trademarks. Subcontractor makes no warranty with
respect to third party rights in any materials finished to Subcontractor by
Interwoven.
c. For purposes of this Section 9, material furnished by
Interwoven's client shall be considered material furnished by Interwoven.
d. EXCEPT AS SET FORTH ABOVE, NEITHER PARTY MAKES ANY EXPRESS
OR IMPLIED REPRESENTATIONS OR WARRANTIES INCLUDING BUT NOT LIMITED TO IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
10. LIMITATION OF LIABILITY.
a. Neither party shall be liable hereunder for special or
consequential losses or damages of any kind or nature whatsoever, including
but not limited to lost profits, lost records or data, lost savings, loss of
use of facility or equipment, loss by reason of facility shut-down or
non-operation or increased expense of operations, or other costs, charges,
penalties, or liquidated damages, regardless of whether arising from breach
of contract, warranty, tort, strict liability or otherwise, even if advised
of the possibility of such loss or damage, or if such loss or damage could
have been reasonably foreseen.
b. Except as otherwise provided in Sections 6, 7, 8 and 9,
Subcontractor's liability hereunder, regardless of the form of action, shall
not exceed the total amount paid for services under this Agreement.
Subcontractor's liability shall not be so limited with respect to injuries to
persons or damage to tangible property arising out of the negligence or
willful misconduct of Subcontractor or its employees.
c. Neither party's liability shall be limited by this
Section with respect to claims arising from breach of the confidentiality
obligations of this Agreement or arising from such party's infringement or
misappropriation of the other party's (or Interwoven's client's) intellectual
property rights.
11. INSURANCE.
7
<PAGE>
Subcontractor shall carry and maintain in force at all
times relevant hereto insurance of the types and minimum coverage amounts as
follows and shall provide Interwoven with evidence of same upon request:
a. Workers' Compensation and Employer's Liability Insurance
providing for payment of benefits to and for the account of employees
employed in connection with the work covered by this Agreement as required by
the statutes of the state where the work is being performed.
b. Commercial General Liability Insurance with minimum
limits of $5 million combined bodily injury and property damage per
occurrence and aggregate.
c. Business Automobile Liability Insurance with minimum
limits of $2 million combined single limit bodily injury and property damage
per occurrence.
12. SUBCONTRACTOR PERSONNEL. Subcontractor personnel who
provide services to Interwoven under this Agreement may perform similar
services for others during the term of this Agreement, with the exception of
competitors of Interwoven. Subcontractor will make reasonable efforts to
honor specific requests of Interwoven regarding assignment of Subcontractor
personnel, but Subcontractor reserves the right to make and change all such
assignments, provided that Interwoven shall retain the right to reject the
specific personnel assigned to Projects.
13. INDEPENDENT CONTRACTORS. Subcontractor and Interwoven shall
at all times be independent parties. Neither party is an employee, joint
venturer, agent, or partner of the other, neither party is authorized to
assume or create any obligations or liabilities, express or implied, on
behalf of or in the name of the other. The employees, methods, facilities and
equipment of each party shall at all times be under the exclusive direction
and control of that party.
14. MISCELLANEOUS.
a. PUBLICITY. Neither party shall use the name of the other
for any commercial purpose without the prior written consent of the other,
provided that Interwoven may inform its client that Subcontractor will be
performing services on behalf of such client.
b. ASSIGNMENT. Subcontractor may not assign any rights or
delegate any obligations created by this Agreement without the prior written
consent of Interwoven, which consent shall not be unreasonably withheld. Any
assignment in violation of this Agreement is void. This Agreement shall be
binding upon the heirs, successors, legal representatives and permitted
assigns of the parties.
c. FORCE MAJEURE. Neither party shall be considered in
default in the performance of any obligation hereunder to the extent that the
performance of such obligation is prevented or delayed by fire, flood,
explosion, strike, war, insurrection, embargo, government requirement, civil
or military authority, act of God, or any other event, occurrence or
condition which is not caused, in whole or in part, by that party, and which
is beyond the reasonable control of that party. The parties shall take all
reasonable action to minimize the effects of any such event, occurrence or
condition.
8
<PAGE>
d. SEVERABILITY. If any provision of this Agreement is
found invalid or unenforceable by an arbitration panel or a court of
competent jurisdiction, such provision will be narrowed (or deleted if
necessary) to the minimum extent necessary to make such provision
enforceable, and the remaining provisions of this Agreement shall continue in
full force and effect.
e. RESERVATIONS OF RIGHTS. A delay or failure in enforcing
any right or remedy afforded hereunder or by law shall not prejudice or
operate to waive that right or remedy or any other right or remedy, including
any remedy for a future breach of this Agreement, whether of a like or
different character.
f. ENTIRE AGREEMENT; AMENDMENTS; WAIVER. This Agreement,
together with every Statement of Work executed by the parties, constitutes
the entire agreement of the parties concerning the subject matter hereof and
thereof, superseding any and all previous agreements and understandings,
whether oral or written, with respect to the subject matter of this
Agreement. No representation or promise relating to and no amendment or
modification of this Agreement will be binding unless it is in writing and
signed by an authorized representative of each party. No waiver by a party of
any breach of any provision of this Agreement will constitute a waiver of any
other breach of that or any other provision of this Agreement. of the
provisions of this Agreement shall be valid or binding on either party unless
in writing and signed by both parties.
g. NOTICE. All notices will be given in writing and will be
sent by prepaid certified mail with return receipt requested or transmitted
by facsimile (if confirmed by such writing) to the address or facsimile
telephone number for the parties indicated beneath the signature below.
Either party may change its mailing address or facsimile telephone number by
written notice to the other party. The parties may communicate via electronic
mail regarding the Statement(s) of Work, Project(s) and Deliverable(s),
however, all formal notice must be in writing and sent to the other party as
described in this Section.
h. RESELLER AGREEMENT. In the event that this Agreement or
any Statement of Work hereunder includes the sale by Subcontractor to
Interwoven of any product manufactured or supplied by a third party pursuant
to a reseller agreement, all warranties, limitations and exclusions set forth
in the reseller agreement shall pass through to Interwoven.
i. ARBITRATION. If there is any disagreement that cannot be
resolved between the parties arising out of or relating to this Agreement
(other than a dispute concerning the ownership of any copyright or other
intellectual property right), any such dispute will be settled by binding
arbitration in Santa Clara County, California, in accordance with the rules
of the American Arbitration Association. Any party receiving an award in
arbitration may have judgment entered on the award in any court having
jurisdiction. The prevailing party in any dispute will be entitled to receive
from the other party its reasonable attorneys' fees and costs.
j. GOVERNING LAW; VENUE, CAPTIONS. This Agreement shall be
governed by and construed in accordance with the substantive laws of the
State of California, excluding its conflicts of laws principles. Any legal
action or proceeding arising under this Agreement will be brought exclusively
in the federal or state courts of the Northern District of California and the
parties hereby consent to the personal jurisdiction and venue therein. The
captions appearing in
9
<PAGE>
this Agreement are inserted only as a matter of convenience and in no way
define, limit, construe or describe the scope or interpretation of this
Agreement.
k. SURVIVAL. The provisions of Sections 3, 6, 7, 8, 9, 10,
11 and 14 shall survive any expiration, cancellation or termination of this
Agreement.
l. COUNTERPARTS. This Agreement may be executed in
two or more counterparts, each of which shall be considered an original
hereof but which together shall constitute one agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement
to be executed in counterpart originals by their authorized representatives.
SUBCONTRACTOR: INTERWOVEN, INC.
PERFICIENT
/s/ BRYAN MENELL /s/ DAVID M. ALLEN
AUTHORIZED SIGNATURE AUTHORIZED SIGNATURE
NAME BRYAN MENELL NAME David M. Allen
TITLE PRESIDENT TITLE V.P. - CFO
DATE 4/29/99 DATE 4/30/99
FACSIMILE NUMBER 912 306-7331 FACSIMILE NUMBER 408 530-5745
E-MAIL ADDRESS E-MAIL ADDRESS 408 774-2002
BMENELL@PERFICIENT.com
10