Consulting Agreement - Selectica Inc. and 3Com Corp.
[SELECTICA LOGO]
2890 Zanker Road, Suite 101
San Jose, CA 95134
Main: (408) 570-9700
Fax: (408) 570-9705
www.selectica.com
July 29, 1999
Ms. Amita Dhawan
3Com Corporation
5400 Bayfront Plaza
Santa Clara, CA 95052-8145
Amita,
I am pleased to present this consulting engagement proposal to 3Com on behalf of
Selectica. The purpose of this document is to provide investment estimate to
3Com for consulting work that Selectica has and will provide to 3Com with
regards to our Internet Selling System and 3Com's use within the IOM project.
The items addressed within this document are focused on a phase 1 delivery.
Identification of phase 2 can begin immediately following the acceptance of this
document.
Below is a list of each project Selectica has been asked to complete within the
Phase 1 scope and the respective investment estimate and delivery timeframe. The
project plan will be finalized between 3Com and Selectica once this agreement
has been approved and a purchase order has been delivered to Selectica.
NIC WIZARD The NIC Wizard will quickly guide the customer to the NIC that meets
the customer's requirements and will seamlessly deliver the choice to Open
Market Transact for order processing. Two selection paths are provided: 1) The
user who knows what he/she needs can select from a list of NICs; 2) The user who
needs help is guided through a series of questions about requirements to an end
choice. Selectica will expand on the current NIC Wizard application to include
the Megahertz cards The development of this wizard will follow Selectica's
process structure and require 3Com approval along the way. The functions
included, but not limited to the development of this application are analysis
and discovery, design, development, installation and configuration, change
management, support, testing, and project management. We anticipate that this
project will require a headcount of 1 to 1 1/2 consulting engineering resources,
1/4 graphical designer resources, along with project management time. The
estimated investment for the NIC Wizard is $[*]. The expected delivery date
is August 30, 1999.
COPPERHEAD (S400) CONFIGURATOR
EWD will be releasing the PathBuilder S400 product line (code name Copperhead),
the next generation voice/data convergence switch. Unlike existing EWD
platforms, Copperhead consists of numerous combinations based on the choice of
data modules, voice modules and software packages. This product configuration
requires the use of Configure To Order process (CTO) in order to provide the
customer with the flexibility of combining any modules together and also to keep
the number of SKUs at a manageable level. The development of the configurator
will follow Selectica's process structure and require 3Com approval along the
way. The functions included, but not limited to the development of this
application are analysis and discovery, design, development, installation and
configuration, planning (non-PM), change management, support, testing, and
project management. We anticipate that this project will require a headcount of
2 to 3 consulting engineering resources, 1/4 graphical designer resources, along
with project management time. The estimated investment for the Copperhead
configurator is $[*]. The expected delivery date is August 30, 1999.
MODEM WIZARD The Modem Wizard will quickly guide the customer to the modem that
meets the customer's requirements and will seamlessly deliver the choice to Open
Market Transact for order processing. Two selection paths are provided: 1) The
user who knows what he/she needs can select from a
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list of modems; 2) The user who needs help is guided through a series of
questions about requirements to an end choice. The development of this wizard
will follow Selectica's process structure and require 3Com approval along the
way. The functions included, but not limited to the development of this
application are analysis and discovery, design, development, installation and
configuration, planning (non-PM), change management, support, testing, and
project management. We anticipate that this project will require a headcount of
1 to 1 1/2 consulting engineering resources, 1/4 graphical designer resources,
along with project management time. The estimated investment for the Modem
Wizard is $[*]. The expected delivery date is August 30, 1999
CARRIER TOTAL ACCESS CONFIGURATOR The Carrier configurator is used by 3Com sales
people, resellers and major customers to construct orders of Carrier systems,
parts/accessories, and services. It displays on-going promotions as well. The
tool provides two paths 1. Users who want to order specific configurations,
parts/accessories and services can construct an order directly. 2. Users have a
specific business requirement (for example, they need support for 5000
simultaneous user connections) are guided by the tool to the appropriate
configuration. They are given the opportunity to compare their configuration
with current promotions and can substitute their configuration with a
promotional configuration if they prefer the pricing. - Selectica will complete
and add the requested functionality and finalize the deliverable configurator
pending final approval from the business group as well as GIS. The completion of
the Carrier application will follow Selectica's process structure and require
3Com approval along the way. The functions included, but not limited to the
development of this application are analysis and discovery, design, development,
installation and configuration, planning (non-PM), change management, support,
testing, and project management. We anticipate that this project will require a
headcount of 1 to 1 1/2 consulting engineering resources, 1/4 graphical designer
resources along with project management time. The estimated investment for the
completion of the Carrier Total Access Control application is $[*].
The expected delivery date is August 30, 1999
ISDN FINDER The ISDN Wizard will quickly guide the customer to the
Router/Terminal Adapter that meets the customer's requirements and will
seamlessly deliver the choice to Open Market Transact for order processing. Two
selection paths are provided: 1) The user who knows what he/she needs can select
from a list of equipment; 2) The user who needs help is guided through a series
of questions about requirements to an end choice. The customer order will be
passed to Open Market Transact for order processing. The development of this
wizard will follow Selectica's process structure and require 3Com approval along
the way. The functions included, but not limited to the development of this
application are analysis and discovery, design, development, installation and
configuration, planning (non-PM), change management, support, testing, and
project management. We anticipate that this project will require a headcount of
1 to 1 1/2 consulting engineering resources, 1/4 graphical designer resources,
along with project management time. The estimated investment for the ISDN Finder
is $[*]. The expected delivery date is August 30, 1999
OPEN MARKET/INSO INTEGRATION & INFRASTRUCTURE This integration will connect each
of the wizards and configurators, to Open Market Transact for order processing.
This effort will require additional research on the interface, coordination with
Deloitte & Touche, the addition of dynamic forms to each of the wizards and
configurators. If it is determined that API-to-API communication is required,
this will entail additional effort. There are still levels of detail that need
to be completed and finalized for the Open Market Integration, including the
level of security required for the integration . Additionally, Selectica will
work with INSO and 3Com on the integration between Selectica and INSO to meet
the stated business and technical requirements.
Infrastructure tasks for Selectica include configuration design; functional,
performance and fail over testing; support for system compatibility testing;
software staging; software production deployment; operational testing. There are
still levels of detail that need to be completed and finalized for the
infrastructure process For this reason, we must present a range in terms of
estimated investment of $[*]. We anticipate a resource level that will require
2-3 engineering people along with project management time. The expected delivery
date is August 30, 1999.
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The total estimated investment by 3Com for phase 1 delivery is $[*] Selectica is
confident it will deliver on the dates identified above and will work with 3Com
to incorporate those dates into the overall project plan. Selectica will only
bill against the purchase order, with approved hourly work approved by 3Com
prior to billing.
In order to deliver on time, it is Selectica's expectation to receive a purchase
order for the above phase 1 work no later than July 30, 1999. Thank you for the
opportunity to present this consulting engagement proposal and to continue to
build the relationship between 3Com and Selectica.
Regards,
Philip Peterson
Selectica, Inc.
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.