Registration of Securities of a Small-Business Issuer — Form 10-SB
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10SB12G Registration of Securities of a Small-Business 84 323K
Issuer
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, 21 66K
Liquidation or Succession
3: EX-3.1 Articles of Incorporation/Organization or By-Laws 5 21K
4: EX-3.2 Articles of Incorporation/Organization or By-Laws 3 16K
5: EX-3.3 Articles of Incorporation/Organization or By-Laws 12 39K
6: EX-4.1 Instrument Defining the Rights of Security Holders 2 14K
7: EX-10.1 Material Contract 10 52K
16: EX-10.10 Material Contract 6 28K
17: EX-10.11 Material Contract 23 78K
18: EX-10.12 Material Contract 53 150K
19: EX-10.13 Material Contract 19 58K
20: EX-10.14 Material Contract 2 17K
21: EX-10.15 Material Contract 20 55K
22: EX-10.16 Material Contract 1 12K
23: EX-10.17 Material Contract 7 48K
24: EX-10.18 Material Contract 2 15K
25: EX-10.19 Material Contract 15 62K
8: EX-10.2 Material Contract 17 53K
26: EX-10.20 Material Contract 8± 42K
27: EX-10.21 Material Contract 10 35K
28: EX-10.22 Material Contract 5 32K
29: EX-10.23 Material Contract 5 33K
30: EX-10.24 Material Contract 5 34K
31: EX-10.25 Material Contract 5 20K
32: EX-10.26 Material Contract 3 21K
33: EX-10.27 Material Contract 17± 78K
34: EX-10.28 Material Contract 3 23K
35: EX-10.29 Material Contract 8 41K
9: EX-10.3 Material Contract 8 30K
36: EX-10.30 Material Contract 4 27K
37: EX-10.31 Material Contract 16 76K
10: EX-10.4 Material Contract 4 23K
11: EX-10.5 Material Contract 6± 33K
12: EX-10.6 Material Contract 10 40K
13: EX-10.7 Material Contract 13 51K
14: EX-10.8 Material Contract 8 24K
15: EX-10.9 Material Contract 2 17K
38: EX-21.1 Subsidiaries of the Registrant 1 10K
39: EX-27.1 Financial Data Schedule (Pre-XBRL) 1 14K
HEWLETT PACKARD
Exhibit TM02
CONSULTING SERVICES AGREEMENT (Deliverables)
CONSULTING SERVICES AGREEMENT BETWEEN
HEWLETT-PACKARD COMPANY
AND
PHOTOLOFT.COM
HEWLETT PACKARD
CONSULTING SERVICES AGREEMENT (Deliverables)
Exhibit TM02
TABLE OF CONTENTS
SECTIONS OF THE AGREEMENT
1. Definitions
2. HP Obligations
3. Customer obligations
4. Price and Payment
5. Change Orders
6. Acceptance
7. Warranties
8. Licenses
9. Intellectual Property Rights
10. Intellectual Property Indemnity
11. Confidential Information
12. Remedies and Liabilities
13. Term and Termination
14. General
EXHIBITS TO THE AGREEMENT
A. Statement of Work
B. Chan a Order Procedures
HEWLETT(TM)
PACKARD
CONSULTING SERVICES AGREEMENT (Deliverables)
Exhibit TM02
This Consulting Services Agreement ("Agreement") is made between HEWLETT-PACKARD
COMPANY, a California Corporation ("HP") and Photoloft.Com, a California
corporation ("Customer"), as of October 22, 1998 ("Effective Date").
The purpose of this Agreement is to set forth the mutually agreeable terms and
conditions under which HP will perform Consulting Services and provide
Deliverables to Customer according to one or more Statements of Work.
1. DEFINITIONS
a) "CONSULTING SERVICES" (sometimes referred to as "Work") refers to such
activities as analysis, design, planning, development, consulting,
implementation, education, training and project management as
described in a Statement f Work. Consulting Services may also include
other types of services describe more specifically in a Statement of
Work.
b) "DELIVERABLES" means the tangible results of the Consulting Services
provided by HP to Customer as described in a on Statement of Work.
Unless otherwise agreed, the term Deliverable. does not include custom
hardware.
c) "SOFTWARE" means one or more programs (including any associated
documentation) capable of operating on a controller, processor or
other hardware device .
a) "STATEMENT OF WORK" means a document attached to this Agreement which
describes a specific project, engagement or assignment ("Project") for
which HP will provide Consulting Services to Customer. More than one
Statement of Work may be attached to this Agreement from time to time.
2. HP OBLIGATIONS
a) HP will use reasonable commercial efforts to perform the Consulting
Services and provide the Deliverables specifically described in ore or
more Statements of Work in accordance with the terms and conditions of
this Agreement. Customer and HP will sign a separate Statement of Work
for each Project that exceeds $10,000, which will be incorporated by
reference into this Agreement upon execution by the parties. Each
Statement of Work will: (i) be made in writing in the form attached an
Exhibit A, (ii) reference this Agreement, (iii) be numbered
consecutively n a chronological basis, and (iv) be executed by
authorized representatives of Custom r no HP. Individual Statements of
Work should address at least the following areas:
1. Project description
2. Price, payment and delivery schedules
3. Scope of Consulting Services
4. Acceptance criteria
S. Nature of Deliverables
6. Project cost coordination
b) For all Projects under a value f $10,000, Customer's purchase order
referencing this Agreement will constitute the applicable Statement of
Work upon acceptance by HP.
c) Unless otherwise agreed, Consulting Service will be performed during
HP's normal business hour.
d) HP will use reasonable commercial efforts to provide the Deliverable
and perform the Consulting Service. in accordance with the delivery
schedule specified in each Statement of Work.
e) HE' may select qualified and reputable subcontractors to perform
Consulting Services and/or provide Deliverable.
f) HP will appoint a representative to supervise and coordinate HP's
performance of Consulting Services. HP may change its representative
at any time upon written notice.
a) Unless otherwise agreed in a Statement of Work, HP in not responsible
for providing support for any Deliverables.
3. CUSTOMEROBLIGATIONS
Customer will comply with the general obligations specified below together with
any specific Customer obligations described in a Statement of Work, in a timely
manner.
HEWLETT PACKARD
CONSULTING SERVICES AGREEMENT (Deliverables)
Exhibit TM02
b) Customer acknowledges that HP's ability to deliver the Consulting
Services is dependent upon Customer's full and timely cooperation with
HP, as well as the accuracy and completeness of any information and
data Customer provides to HP. Therefore, Customer will:
1. Provide HP with access to, and use of, all information, data,
documentation, computer time, facilities, working space and
office services deemed necessary by HP.
2. Appoint a representative who will provide professional and prompt
liaison with HP, have the necessary expertise and authority to
commit Customer, be available at all times when HP's personnel
are at the Customer's site (or designate an alternate with the
same level of authority in the event of unavailability caused by
illness or other valid reasons), and meet with the HP
representative at regular intervals to be agreed upon t review
progress and resolve any issues relating to the Consultinq
Services or Deliverables.
c) Customer will be responsible for maintaining an external procedure for
reconstruction of lost or altered files, data or programs to the
extent deemed necessary by Customer, and for actually reconstructing
any such materials.
d) Customer will be liable for any delays to the delivery schedule
specified in each Statement of Work caused by Customer or resulting
from Customer's failure to fulfill any of its obligations. HP may
charge Customer for any additional charges or losses incurred by HP as
a result of such delays, and may adjust the affected delivery schedule
accordingly.
a) Customer will be responsible at all times for the supervision,
management and control of the Deliverables and any results obtained
from the Deliverables, including without limitation all responsibility
for maintenance of proper machine configuration, audit controls,
operating methods, error detection and recovery procedures, back-up
plans, security, insurance, maintenance and all that activities
necessary to enable Customer to use the Deliverables.
f) Except as expressly provided in this Agreement, Customer has sale
responsibility to ensure that its information technology environment
is Year 2000 compliant. HP is not providing Year 2000 services (for
example, Year 2000 assessment, conversion or testing) under this
Agreement. Customer acknowledges that HP will not be responsible for
failure to perform Consulting Services or supply Deliverable. under
this Agreement, if such failure is the result, directly or indirectly,
of the inability of any products to correctly process, provide or
receive date data (i.e., representations for month, day and year), and
to properly exchange data with the Deliverables by HP ,under this
Agreement.
4. PRICE AND PAYMENT
a) Prices for Consulting Services and Deliverables a will be specified in
each Statement of work. Prices quoted in each Statement of Work are
valid for 30 days. Prices include all materials and labor expenses,
but do net include sales, use, service, value added or like taxes, or
customs duties. Such taxes and duties, when applicable, will be added
to HP's invoices.
b) HP will issue invoices in accordance with the payment schedule
specified in each Statement of Work. Charges for travel expenses may
be invoiced separately. Customer will pay all invoices within 30 days
from the date of invoice. HP may change credit terms upon reasonable
notice at any time when, in HP's opinion, Customer's financial
condition, previous payment record, or the nature of Customer's
relationship with HP so warrants.
c) Should any sum due to HP remain unpaid after 60 days from the date of
invoice, HP may terminate this Agreement pursuant t Section 13.b.2 and
discontinue performance under any other agreement with Customer.
5. CHANGE ORDERS
a) "Change Order" means an agreed upon change or modification to the
Deliverables, Consulting Services or that material aspect of a
Statement of Work that complies with the requirements of Exhibit B.
Requests by Customer and recommendations by HP for Change Orders are
subject to the procedures set forth in Exhibit B, and will be made in
writing in the form attached to Exhibit B as Attachment B-1.
b) All Change Orders must be mutually agreed by the parties. Pending such
agreement, HP will continue to perform and be paid as if such Change
Order had not been requested or recommended, provided that if either
party process a Change Older which, in HP's judgment, represents a
material change in the Consulting Services or Deliverables ad such
Change Order remains outstanding for 30 days or is rejected by
Customer, HP will have the right to terminate the affected Statement
of Work pursuant to Section 13.b.2 below.
HEWLETT PACKARD
CONSULTING SERVICES AGREEMENT (Deliverables)
exhibit TM02
6. ACCEPTANCE
a) HP will provide notice to Customer when the Deliverables are ready for
acceptance. Acceptance of Deliverables will occur upon the earlier of:
a) the date HP demonstrates to Customer, by the successful completion
of acceptance tests or otherwise, that the Deliverables substantially
conform to the acceptance criteria specified in the applicable
Statement of Work; or b) the date that Customer uses any substantial
part of the Deliverables for any purpose other than performing
acceptance tests. Acceptance of Consulting Services will occur upon
HP's performance of such Consulting Services,
b) In the event that any Deliverable fails to conform substantially to
the acceptance criteria specified in the applicable Statement of Work,
HP will have a reasonable time to remedy such substantial
non-conformance, following HP's receipt of written notice from
Customer specifying in reasonable detail the nature of Such
non-conformance. In the event that HP is unable to remedy the
non-conformance: a) Customer may accept the Deliverable without
warranty, on an "AS IS" basis, subject to a reasonable price
adjustment; or b) Customer may return the Deliverable to HP and
receive a refund of amounts paid to HP for the Deliverable.
c) Acceptance will not be delayed for any minor non-conformance with the
requirements specified in any Statement of Work. Following acceptance,
HP will use reasonable commercial efforts to correct any minor
non-conformance that appears during acceptance testing.
d) If acceptance testing is delayed for reasons attributable to Customer,
acceptance will be deemed to occur on the 10th day after notice by HP
that the Deliverable in ready for acceptance testing.
7. WARRANTIES
a) HP will perform Consulting Services in accordance with generally
recognized commercial practices and standards. HP will re-perform any
Consulting Services not performed in accordance with the foregoing
warranty, provided that HP receives notice from Customer within 30
days after such Consulting Services were performed.
b) HP warrants that Deliverables will substantially conform to the
acceptance criteria specified in the applicable Statement of Work for
a period of 90 days from the date of acceptance.
c) HP does not warrant that the operation of Deliverables will be
uninterrupted or error conform to any reliability or performance
standards beyond those specified in the applicable acceptance
criteria. HP also does not warrant that Deliverables will be
compatible with future HP products those of other vendors.
d) If HP receives notice during the warranty period of any substantial
non-conformance with the acceptance criteria that materially impairs
the functioning of a Deliverable, HP will, at its option, either
correct such non-conformance or provide a work-around which
substantially remedies the non-conformance.
e) If HP is unable within a reasonable time to comply with the foregoing
--
obligations, HP will refund a reasonable portion of the price stated
in the Statement of Work upon or prompt return of the affected
Deliverable to HP, and/or delivery to HP of proof of the destruction
of the affected Deliverable.
f) The warranties provided in this Section 7 will not apply in the event
of deemed acceptance under Section 6.a(b) or 6.d above, or to defects
or non-conformance resulting from:
1. Unauthorized, improper or inadequate maintenance or calibration
by Customer or any third party.
2. Software, hardware, interfacing, or supplies not supplied by HP.
3. Unauthorized modification of Deliverables or any portion thereof.
4. Improper use or operation of Deliverable or any portion thereof
or Customer's failure to comply with the applicable environmental
specification.
5. Improper site preparation or maintenance by Customer or a third
party.
g) THE ABOVE WARRANTIES ARE EXCLUSIVE AND NO OTHER WARRANTY, WHETHER
WRITTEN OR ORAL, IS EXPRESSED OR IMPLIED. HP SPECIFICALLY DISCLAIMS
THE IMPLIED WARRANTIES OF MERCHTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.
HEWLETT PACKARD
CONSULTING SERVICES AGREEMENT (Deliverables)
Exhibit TM02
8. LICENSES
a) Unless otherwise agreed in writing, when HP supplies Customer with a
Deliverable that in whole or in part consists of Software (sometimes
referral to in Sections 8 and 9 as a "Software Deliverable"), such
Software Deliverable will be supplied in object code form only.
b) Upon Customer acceptance of a Deliverable and receipt by HP of the
associated payment in full, HP grants Customer a non-exclusive,
perpetual, non-transferable license to use such Deliverable for its
own internal purposes. Customer's license confers no title or
ownership in the Deliverable and no rights in any associated Software
Deliverable source code, and will not be construed as a sale of any
rights in the Deliverable or the media on which it is recorded or
printed.
c) Unless otherwise authorized by HP, Customer may only make copies of
Deliverables for archival purposes, or when copying is an essential
step in the authorized use of a Software Deliverable on a backup
controller, processor or other hardware device.
d) Customer will label each copy of Deliverables made under Section 8.c
above with the copyright notice that appears on the original.
e) Customer will not market, sublicense or otherwise provide the
original, any copy or partial copy, or any derivative of a Deliverable
to any third party.
f) Customer's license does not include the right to updates, upgrades or
other enhancements to a Deliverable.
g) Customer will not disassemble or decompile any Software Deliverable
without HP's prior written consent. Where Customer has other rights
under statute, Customer will provide HP with reasonably detailed
information regarding any intended disassembly or decompilation.
Customer will not decrypt any Software Deliverable unless necessary
for legitimate use of the Deliverable.
h) HP may terminate Customer's license in any Deliverables upon notice
for failure to comply with the terms of this Agreement. TR the event
of termination of Customer's license, Customer will immediately
destroy or return to HP the affected Deliverable and all partial or
complete copies, or provide satisfactory evidence of in their
destruction to HP.
i) Customer grants HP a non-exclusive, worldwide, royalty-free license to
use, copy, make derivative works of, distribute, display, perform, and
transmit Customer's pre-existing copyrighted works or other
intellectual property rights to the extent necessary for HP to perform
its obligations under this Agreement.
9. INTELLECTUAL PROPERTY RIGHTS
a) All copyrights aid other intellectual property rights existing prior
to the Effective Date will belong to the party that owned such rights
immediately prior to the Effective Date.
b) Neither party will gain by virtue of this Agreement any rights of
ownership of copyrights, patents, trade secrets, trademarks or any
other intellectual property rights owned by the other.
c) HP will own all copyrights, patents, trade secrets, trademarks and
other intellectual property rights, title and interest in or
pertaining to all Works (including computer programs, Deliverables and
Software Deliverables) developed by HP for purposes of this Agreement.
10. INTELLECTUALPROPERTYINDEMNITY
HP will defend or settle any claim against Customer regarding the
Consulting Services and Deliverables, to the effect that HP knowingly
infringed a patent, utility model, industrial design, copyright, trade
secret, mask work or trademark in the country where, such Deliverables
are used or such Consulting Services are provided.
b) The indemnities provided in Section 10.1 above will apply provided
Customer promptly notifies HP in writing of the claim, and Customer
cooperates with HP in and grants HP sole control of the defense or
settlement
c) For infringement claims covered by this Section 10, HP will pay
infringement claim defense costs, settlement amounts and court-awarded
damages. If such a claim regarding a Deliverable appears likely, HP my
modify the Deliverable, procure any necessary license or replace it.
If HP determines that none of these alternatives is reasonably
available, HP will refund Customer's purchase price upon return of the
Deliverable if within one year of delivery, or Customer's net book
value thereafter.
d) HP has no obligation for any claim of infringement arising from:
HEWLETT PACKARD
CONSULTING SERVICES AGREEMENT (Deliverables)
Exhibit TM02
1. HP-s compliance with or use of Customer's information,
technology, designs, specifications or instructions, including
those incorporated into dry Statement of Work.
2. Modification of a Deliverable by Customer or a third party.
3. Use of a Deliverable in a way not indicated in a Statement of
Work.
4. Use of a Deliverable with products not supplied by HP.
a) This Section 10 states HP's entire liability for claims of
intellectual property infringement.
11. CONFIDENTIAL INFORMATION
HP and Customer agree that all information exchanged between them is
not confidential unless they have entered into a separate confidential
disclosure agreement
12. REMEDIES AND LIABILITIES
a) The remedies in this Agreement are Customer's sole and exclusive
remedies.
b) To the extent HP IS held legally liable to Customer, HP's liability is
limited to:
1. Payments described in Sections 6, 7, and 10 above, this Section
12, and Section 13.d below.
2. Damages for bodily injury.
3. Direct damages to tangible property up to a limit of U.S.
$1,000,000.
c) Notwithstanding Section 12.b above, in no event will HP or its
affiliates, subcontractors and suppliers be liable for any of the
following:
1. Actual loss or direct damage that is not listed in Section 12.b
above.
2. Damages for loss of data, or Software restoration.
3. Damages relating to Customer's procurement of substitute products
or services (i.e., "cost of cover").
4. Incidental, special or consequential damages, including downtime
costs or lost profits but excluding damages for bodily injury and
payments described in Section 10.c above.
d) The Deliverables are not specifically designed, manufactured or
intended for sale as parts, components or assemblies for the planning,
construction, maintenance, or direct operation of a nuclear facility.
Customer will be solely liable if any Deliverables purchased or
licensed by Customer are used for these applications. Customer will
indemnify and hold HP harmless from all loss, damage, expense or
liability in connection with such use.
13. TERM AND TERMINATION
a) This Agreement will commence on the Effective Date and will continue
in force until termination according to the terms of this Agreement.
Individual Statements of Work will be effective upon execution by both
parties and will continue in force until both parties have fulfilled
all of their, Project obligations, or until the earlier termination of
such Statement of Work according to the terms of this Agreement.
b) This Agreement or an individual Statement of Work may be terminated
immediately upon notice in writing:
1. By either party if the other party is in material breach of any
of its obligations hereunder and fails to remedy such breach
within 30 days of receipt of a written notice by the other party
which specifies the material breach.
2. By HP, in the absence of mutual agreement regarding a Change
Order which represents a material change under Section 5,b, or if
Customer fails to pay any sum due under this Agreement within the
60 day time period specified in Section 4.c.
3. By either party if the other party has a receiver appointed, or
an assignee for the benefit of creditors, or in the event of any
insolvency or inability to pay debts as they become due by the
other party, except as may be prohibited by applicable bankruptcy
law
c) Either party may terminate this Agreement for convenience upon 30 days
prior written notice to the other party. Any termination of this
Agreement will not relieve either party of its obligations
HEWLETT PACKARD
CONSULTING SERVICES AGREEMFNT (Deliverables)
E3NbitTM02
under any Statement of Work in effect on the date of termination of
this Agreement, unless otherwise mutually agreed to in writing.
d) Upon termination of any Statement of Work, Customer will pay HP for
all Work performed and charges and expenses incurred by HP up to the
date of termination, and Customer will receive all work in progress
for which Customer has paid. Should the sum of such amounts be less
than any advance payment received by HP, HP will refund the difference
within 30 days of receipt of an invoice from Customer.
a) Sections 4, 7, 8, 9, 10 and 12 above, and Section 14 below, will
survive termination of this Agreement.
14. GENERAL
a) STANDARD PRODUCTS. This Agreement does not cover standard HP hardware
and software products sold or licensed to Customer. Any such
transactions will be governed by the terms of Customer's HP purchase
agreement or, in the absence of a signed purchase agreement, HP's
Terms add Conditions of Sale and Service (Exhibit E16).
b) HEALTH AND SAFETY. HP and any of its subcontractors will, when at the
Customer's site, conduct their activities so that their equipment,
working Conditions and methods are safe and without risk to health for
their own and Customer's employees as well as for any that user. other
Customer's site.
c) NON-RESTRICTIIVE RELATIONSHIP. HP may provide the same or similar
Consulting Services and Deliverables to other customer
d) NO PUBLICITY. Neither party will publicize or disclose to any third
party without the consent of the other party, either the price or
other terms f this Agreement or the fact of its existence. a aid
execution, except as may be necessary to comply with other obligations
stated in this Agreement.
e) NO JOINT VENTURE. N thing contained in this Agreement will be
construed as creating a joint venture, partnership or employment
relationship between the parties hereto, nor will either party have
the right, power or authority to create any obligation or only,
express or implied on behalf of the other.
f) NO ASSIGNMENT. Except will respect to HP's rights regarding the use of
subcontractors, neither party may assign any rights or obligations
under this Agreement to any Statement of Work without the prior
written consent of the that party.
g) EXPORT ADMINISTRATION REGULATIONS. If Customer exports any Deliverable
outside the country in which the Deliverable is delivered to Customer,
Customer assumes responsibility for complying with applicable laws and
regulations and for obtaining required export and import
authorizations. Customer will not export or re-export any technical
data in violation of U.S. Export Administration regulations or other
applicable export regulations.
h) FORCE MAJEURE. Neither party will be liable for performance delays or
for non-performance due to causes beyond its reasonable control.
i) NOTICES. All notices required under or regarding this Agreement or any
individual Statement of Work will be in writing and will be considered
given upon personal delivery of a written notice to the HP
representative or Customer representative designated in the Statement
of Work, or within five days of mailing, postage prepaid and
appropriately addressed.
j) WAIER. Neither party's failure to exercise any of its rights under
this Agreement will constitute or be deemed a waiver or forfeiture of
those rights.
k) SERABILITY. If any term or provision of this Agreement is held to be
illegal or unenforceable, the validity or enforceability of the
remainder of this Agreement will not be affected.
1) EXHIBITS. The fo1lowing documents are attached hereto as exhibits, the
terms of which are incorporated by reference in their entirety:
A Statement of Work (and all subsequently executed Statements of
Work)
B change Order Procedures
m) PRECEDENCE. In the event of conflict between the provision. of this
Agreement and any attached exhibit or Statement of Work, the
provisions of this Agreement will to the extent of such conflict take
precedence.
n) ENTIRE AGREEMENT. This Agreement and its exhibits and Statements of
Work constitute the entire agreement between HP and Customer and
supersede any prior or contemporaneous communications,
HEWLETT PACKARD
CONSULTING SERVICES AGREEMENT (Deliverables)
Exhibit TM02
representations or agreements between the parties, whether oral or
written, regarding the subject matter of this Agreement. Customer's
additional or different terms and conditions will not apply. The terms
and conditions of this Agreement may not be changed except by an
amendment signed by an authorized representative of each party.
o) APPLICABLE LAW. This Agreement is made under and will be construed in
accordance with the law of California without giving effect to that
state's choice of law rules.
HEWLETT PACKARD
CONSULTING SERVICES AGREEMENT (Deliverables)
Exhibit TM02
[Download Table]
AGREED TO: AGREED TO:
HP /S/ Shrinivas Sukamar Customer /s/ Jack Marshall
--------------------- ---------------------
Authorized Representative Signature Authorized Representative Signature
Name: Srinivas Sukumar Name: Jack Marshall
Title Hewlett Packard ITIO Genera Manager Title: CEO- PhotoLoft.com
Address: 1100 Wolf Road Address: 300 Orchard City Dr. Suite 142
Cupertino, CA 95014, USA Campbell, CA 95008
HEWLETT PACKARD
CONSULTING SERVICES AGREEMENT (Deliverables)
Exhibit TM02
EXHIBIT A
STATEMENT OF WORK FORM
REDACTED
HEWLETT PACKARD
CONSULTING SERVICES AGREEMENT (Deliverables)
Exhibit TM02
EXHIBIT B
CHANGE ORDER PROCEDURES
The following procedures will be observed for all Change Orders:
1. Either party may request a Change Order but all Change Orders must be
in writing and prepared by HP. HP may charge a reasonable fee for
investigating, preparing or initiating a Change Order at Customer's
request.
2. Change Order requests will be processed as a on as is reasonably
possible.
3. All Change Orders will be in the form attached hereto as Attachment
B-1 to Exhibit B, and will be signed by the appointed representative
for each party (or individuals specified in writing as substitute
during periods of illness or absence).
4. Change Orders will include the following:
a) A description of any additional work to be performed and/or any
changes to the performance required of either party.
b) A statement of the impact of the work or changes on the
Consulting Services, the Deliverables, the acceptance tests or
criteria, or other requirements of the Agreement.
c) The estimated timetable to complete the work specified in the
Change Order and the impact, if any, on the delivery schedule,
pricing and payments.
d) Specific individuals with management or coordination
responsibilities.
a) The documentation to be modified or supplied as part or the work.
f) Any additional acceptance test procedures for such work.
HEWLETT PACKARD
CONSULTING SERVICES AGREEMENT (Deliverables)
Exhibit TM02
EXHIBIT B
TO CONSULTING SERVICES ADDENDUM
ATTACHMENT B-1
CHANGE ORDER FORM
1. Describe services or changes requested (attach additional pages if
necessary).
REQUESTED BY CUSTOMER: REQUESTED BY:
Customer: ________________ HP: ______________
----------------------------------- -----------------------------------
Authorized Representative Signature Representative Signature
Name: ________________ Name: ____________________
Title: _______________ Title: ___________________
Date: ________________ Date: _____________________
2. Modifications, clarifications or supplements to description of services or
changes requested in paragraph 1 above, if any (attach additional pages if
necessary):
3. Assignment of necessary HP personnel and resources (attach additional pages
if necessary):
HEWLETT PACKARD
CONSULTING SERVICES AGREEMENT (Deliverables)
Exhibit TM02
4. Impact on price, delivery schedule, payment schedule, Deliverables,
Consulting Services and ancceptance test procedures and criteria (attach
additional pages if nece5sary):
a. Price
b. Delivery Schedule and Payment Schedule
c. Deliverables
d. Consulting Services
a. Acceptance Test Procedures and Criteria
HEWLETT PACKARD
CONSULTING SERVICES AGREEMENT (Deliverables)
Fxhibit TM02
Change Order Approved and Accepted
Customer: ______________________ HP: ______________________________
----------------------------------- ----------------------------------
Authorized Representative Signature Authorized Representative Signature
Name: __________________________ Name: ____________________________
Title: __________________________ Title: ____________________________
Date: __________________________ Date: ____________________________
Change Order Rejected
Customer: ______________________ HP: ______________________________
----------------------------------- ----------------------------------
Authorized Representative Signature Authorized Representative Signature
Name: __________________________ Name: ____________________________
Title: __________________________ Title: ____________________________
Date: __________________________ Date: ____________________________
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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| This ‘10SB12G’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 7/13/99 | | | | | | | None on these Dates |
| | 10/22/98 | | 3 |
| List all Filings |
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