Enterprise Networking Services Agreement

PREPARED FOR

Customer

October 25, 2010

BizDevDNA
Network Integration Services Group Glendale, CA

Enterprise Networking Services Agreement

BizDevDNA

TABLE OF CONTENTS
ARTICLE I ..................................................................................................................................... 4 SCOPE OF SERVICES ............................................................................................................ 4 ARTICLE II ................................................................................................................................. 10 HARDWARE .......................................................................................................................... 10 ARTICLE III ............................................................................................................................... 11 SOFTWARE ........................................................................................................................... 11 ARTICLE IV ................................................................................................................................ 12 STATEMENT OF WORK ....................................................................................................... 12 ARTICLE V ................................................................................................................................. 13 TERM OF AGREEMENT ........................................................................................................ 13 ARTICLE VI ................................................................................................................................. 14 FINANCIAL CONSIDERATIONS ............................................................................................ 14 ARTICLE VII ................................................................................................................................ 16 INSURANCE AND INDEMNIFICATION .................................................................................. 16 ARTICLE VIII ............................................................................................................................... 18 MULTIPLE VENDOR CONSIDERATIONS AND WARRANTIES ........................................... 18 ARTICLE IX ................................................................................................................................. 19 BDD DATA SYSTEM MAINTENANCE PROGRAM ................................................................ 19 ARTICLE X .................................................................................................................................. 20 TERMINATION OF AGREEMENT ......................................................................................... 20 ARTICLE XI................................................................................................................................. 21 ADITIONAL PROVISIONS ...................................................................................................... 21 APPENDIX A ............................................................................................................................... 25 MATERIALS AND PRICING ................................................................................................... 25 APPENDIX B ............................................................................................................................... 29 PROJECT IMPLEMENTATION SCHEDULE ........................................................................... 29 APPENDIX C .............................................................................................................................. 31 DISCLAIMER ........................................................................................................................... 31 APPENDIX D .............................................................................................................................. 32 ENVIRONMENTAL AND INSTALLATION REQUIREMENTS ................................................ 32 APPENDIX E ............................................................................................................................... 34 ACCEPTANCE TESTS ........................................................................................................... 34 APPENDIX F ............................................................................................................................... 35 SUPPORT SERVICES ............................................................................................................ 35

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ENTERPRISE NETWORK SERVICES AGREEMENT

THIS AGREEMENT for Enterprise Network Services, hereinafter referred to as "Agreement", is made and entered into this _____ day of _____________, 2010, by and between Customer, a corporation having its principal offices in City, State, hereinafter referred to as "Customer", and BizDevDNA, a corporation having its principal offices in the State of New Jersey, hereinafter referred to as "BDD". Witnesseth: That, WHEREAS, Customer, requires computer network integration, procurement of services, equipment and installation and support of the Enterprise Network, hereinafter called "Network", and WHEREAS, BDD represents that it has expertise, knowledge and ability in all matters pertaining thereto, and is qualified to perform such services, and was selected by Customer following a Request for Proposal and interview process; NOW, THEREFORE, for and in consideration of the mutual covenants, terms, conditions and provisions herein contained, and other valuable considerations, it is agreed by and between the parties hereto as follows:

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ARTICLE I Scope Of Services

SECTION 1.
TO BE PERFORMED. BDD Data hereby agrees to perform and is hereby engaged under the covenants, terms, conditions and provisions of this Agreement to provide the following : in accordance with the Phase 1 Implementation Schedule and related "Bonded" Activities, excluding the controller trade-in, and Phase 2 Implementation Schedule and related Milestone Activities as set forth in Appendix B, attached hereto. PHASE I, Transitional Network, detailed in Appendix B, will be "Bonded" for performance (excluding the controller trade-in). Monies advanced to BDD for Phase I Activities such as Baselining, Engineering detailing, equipment procurement, installation, and testing will be "Bonded" and will therefore be secured in Customer's interest if BDD Data does not perform or successfully complete the Phase I Milestones. Notwithstanding, the Phase I Activities, Customer will be responsible for submitting a purchase order immediately upon execution of the Agreement. PHASE II. Implementation, detailed in Appendix B, will include all activities to complete the Enterprise Network, such as list activities in brief solution completion as outlined in Appendix B.

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SECTION 2.
RESPONSIBILITIES OF BDD. BDD further agrees to provide the following in conjunction with the services outlined in Appendix B prior to and in accordance with the interval requirements of the Time Schedule for each task set forth in the said Appendix (Project Implementation Schedule), attached hereto. A. Baselining Services 1. The Baselining consulting services will be necessitated in the event Customer cannot provide BDD with the information as described in the proposals disclaimer (Response to Questionnaire). The following areas of the enterprise will be surveyed: a. Baselining of the Telecommunications Infrastructure (such as Data Telecommunications Lines, Modems, CSU/DSU, Security System, Voice lines, etc). b. Baselining of the Legacy Systems (such as Controllers, Front End, Legacy Hardware/Configuration, System Tables and Configurations, User Applications, etc). c. Baselining of Data Networks (Traffic Flow Analysis, Peak Traffic Analysis, Average Message Size, Network Topology, etc.) . d. Baselining of Local Area Networks (Sniffer Trace, Client/Server, LAN based Applications, Security System, Gateways, Message Size, Network Operating System, etc).

2. Deliverable: BDDs senior consulting staff will obtain, gather, analyze, and document all the necessary information of Customers enterprise-wide resources to facilitate a detail-level design, list of deliverable items, changes to the proposed design, and a schedule of deliverable items.

B.

Project Management 1. Project Management resources will coordinate delivery of a complex networking project and assumption of responsibility for successful completion of all committed project deliverables. This resource will be responsible for the following: a. Serve as the interface between BDD's project team and Customer's project team. b. With Customer's Project Manager, administer project changes as needed, utilizing any mutually agreed upon procedure. c. Obtain and provide information, data, BDDs, and approvals, in a timely manner, unless both parties agree to an extended response time. d. Resolve deviations from project plans that may be caused by either party. e. Help resolve project issues, and take issues to the appropriate level of BDD's management.

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f.

Monitor and report project status on a regular basis to BDD and to Customer.

2.

Deliverable: Complete Project Implementation.

C.

Procurement Management 1. Management of product procurement for items which make up the Enterprise Network. Responsibilities include: a. Select, order, and receive proper product. b. Manage potential product delivery lead times and minimize impact to project schedule. c. Resolve issues with supply channels as needed.

2.

Deliverable: Hardware items and Application Programs where required..

D.

Configuration 1. Services necessary, which may include hardware configuration, Application Programming, Operating System installation, installation of Applications, Network Client Shells, Testing, and Burn-in. Service will include but is not limited to: a. Physical replacement of interface card hardware or addition where none already exists. b. Installation of Application software. c. De-bugging of applications which are affected by the change in attachment. Deliverable: Configured, tested hardware and application programs.

2.

E.

Wiring Certification and Documentation 1. Services associated with the certification of cable plants, which may include wiring, patch panels, equipment racks, hub installation, and testing, when tasked by Customer (see Appendix A - Materials and Pricing). Testing will include the use of a Time Domain Reflectometer as well as real-world scenarios using PC's generating network traffic on the cabling plant. Deliverable: Wired and tested cable plant .

2.

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F.

On-site Network Installation 1. Services necessary to integrate all network components into a functional Enterprise Network with Disaster Recovery tie-in, testing, and any configuration activities not previously performed. 2. Deliverable: Installed and tested Enterprise Network.

G.

Administration Training 1. Delivery of training seminars for administration of the new network as outlined in Appendix B - Project Implementation Schedule. Training will be customized to the needs of the Customer. Deliverable: Completion of training seminars.

2.

H.

Post-Installation Support 1. These services may include warranty support, remedial support for existing hardware, network and end-user support services. Deliverable: Initiation of applicable support agreements. Commitments, terms, and deliverables will be defined under separate Support Agreements which will identify for Customer, a single point of contact for all Service and Support related issues relative to the Enterprise Network.

2.

SECTION 3.
RESPONSIBILITIES OF CUSTOMER. Customer hereby agrees to provide the following to BDD: prior to and in accordance with the interval requirements of the Performance Time Schedule for each task set forth in Appendix B - Project Implementation Schedule, attached hereto. A. Work Environment. Appropriate access to the work areas and facilities, consistent with security procedures, required to effect completion of work tasks, including removing obstacles and impediments, such as furniture, machinery, or other items which impede access to the work area.

B.

Safety. A reasonably safe and secure work environment free of hazards, with adequate heat, lighting, and air conditioning.

C.

Space. Adequate space for the storage and/or configuration of equipment if needed.

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D.

Required Data. All necessary architectural and wiring diagrams, specifications, and other information required for completion of the work tasks (see Appendix C - Disclaimer). In the event that additional information is required, Customer must supply such information in timely manner.

F.

Project Manager 1. Customer will designate a person, called the Enterprise Network Department Project Manager, to whom all consultant communications will be addressed, and who has the authority to act for Customer in all aspects of the project. The Project Manager's responsibilities will include the following: a. Serve as the interface between BDD's project team and Customer's project team members. b. With the BDD Project Manger, administer project changes as needed, utilizing any mutually agreed upon procedure. c. Obtain and provide information, data, BDDs, and approvals, in a timely manner, unless both parties agree to an extended response time. d. Help to resolve deviations from project plans that may be caused by either party. e. Help resolve project issues, and take issues to the appropriate level of Customer's management. f. Monitor and report project status on a regular basis to Customer's management BDD's management.

G.

Technical Consultant Should the completion of BDD's responsibilities under this Agreement involve technical specifications, customized applications or user-interfaces developed by Customer; connectivity issues with hosts; or wide-area connections to sites outside the scope of the project, Customer will designate a Technical Consultant who will act as a point of contact for technical questions and issues. This person can be but is not necessarily the Customer Project Manager. The Technical Consultant will work to the best of his or her ability to provide timely technical information about conditions specific to Customer. The Technical Consultant is responsible for the following: 1. 2. 3. Be available for phone assistance as required. Actively participate in all phases and in all activities as required. Be the primary technical contact for BDD to ensure compliance with Customer's technical specifications and standards.

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SECTION 4.
DOCUMENTATION. The following documentation will be delivered to Customer by BDD: prior to and in accordance with the interval requirements of the Performance Time Schedule for each task set forth in Appendix B, attached hereto. A. Documentation associated with each task outlined in Section 1 and Appendix B, including written notification of task completion as well as information necessary for the proper operation and troubleshooting of networking components.

B.

Acceptance Forms for the completion of each task outlined in Section 1 and Appendix B.

C.

Weekly Status Reports during the implementation phases of the project.

D.

Final Acceptance Form at project completion.

SECTION 5. COMPLETION CRITERIA. The project will be considered complete when the tasks or major activities described under each Phase in Appendix B have been fulfilled and all deliverables have been conveyed to Customer.

SECTION 6. ADDITIONAL SERVICES. During the initial term or any option period of this Agreement, Customer may determine that additional services are required of BDD. In such an event, the Director of Customer, hereinafter called the "Director", and BDD shall prepare a scope of services and a schedule for the additional services to be performed, and shall negotiate payment for same, subject to the availability of funds and any necessary approvals.

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ARTICLE II Hardware
SECTION 7
HARDWARE. BDD agrees to provide the necessary hardware to perform the Enterprise-wide Network Services as listed in Appendix B - Project Implementation Schedule. A. Equipment. BDD will provide the items of computer and communications equipment (collectively referred to as the "Equipment") listed in Appendix A - Materials and Pricing) attached hereto, may be modified (see Appendix C - Disclaimer) or supplemented from time to time by mutual written consent of Customer and BDD. Equipment Environment. The applicable environmental and installation requirements for the Equipment are set forth in Appendix D. Customer shall be responsible for preparing, at least ten (10) days prior to the Delivery Date, a suitable installation site as defined in Appendix B and as further defined in the applicable Equipment manufacturer's reasonable installation procedures. Customer's responsibilities include ensuring that all required construction, electrical, air conditioning and other similar items are available. BDD shall not be responsible for the installation of the Equipment or other elements of the System unless specifically provided for herein. Supplies. Customer shall be solely responsible for acquiring and maintaining, at Customer's expense, supplies necessary to operate the Hardware. Relocation of the Hardware. The Hardware is capable of being moved to Customer's offices in cities other than those in which it is originally being installed. However, BDD shall not be liable or responsible for subsequent operation unless BDD has been retained by Customer to effect the relocation. BDD agrees to provide relocation services or technical assistance required in connection with any such relocation at its then-prevailing rates for a period of at least three (3) years following installation of the Hardware. Power Protection Devices. BDD recommends the use by Customer of line conditioning, surge protection and uninterruptible power supply (UPS) devices for all critical components as specified in Appendix A Materials and Pricing.

B.

C.

D.

E.

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ARTICLE III Software

SECTION 8 SOFTWARE. BDD agrees to provide the necessary software to perform the Enterprisewide Network Services as listed in Appendix B - Project Implementation Schedule. A. Software. The Third Party Software (as defined below) and the BDDs Proprietary Software (as defined below) may sometimes be collectively referred to herein as the "Software". 1. Acquisition. BDD shall acquire on Customer's behalf the third party software ("Third Party Software") designated in Appendix A - Materials and Pricing. 2. Customers Responsibilities. Customer shall comply with all terms of any license agreements regarding Third Party Software and complete any forms in connection therewith as reasonably requested by BDD and with BDDs assistance. Customer shall indemnify and hold BDD harmless from any liability (including attorney and paralegal fees) arising out of Customer's breach of its license obligations with respect to Third Party Software. 3. Disclaimer of BDD Liability. Except as expressly stated in Article XI, BDD disclaims any warranty as to third party software and further disclaims any liability to client for the failure of third party software to operate or for its infringement on the rights of others.

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ARTICLE IV Statement Of Work

SECTION 9
STATEMENT OF WORK. BDD agrees to provide the necessary hardware to perform the Enterprise-wide Network Services as listed in Appendix B - Project Implementation Schedule. This schedule may be changed and/or updated depending upon additional information provided by Customer (listed in Appendix C), the Baselining Services performed by BDD and the resultant detail level design. The Statement of Work may be amended by Customer and BDD based on the above and other factors and requirements mutually agreed upon by the Project Managers. A. Statement of Work. BDD shall provide those value-added Services designated in Appendix B - Project Implementation Schedule. Detail level schedule and deliverables will be provided after additional information has been received from Customer (see Appendix C - Disclaimer) and/or Baselining Services have been performed by BDD. Additional Tasks. If so requested by Customer, BDD may work on supplemental tasks or tasks outside the Statement of Work at its then-prevailing Time & Material rates. Customer's Responsibility for Data Protection. Customer is responsible for the security, protection, backup and maintenance of its internal data and of software utilized on all Customer systems. If so requested by Customer in writing BDD can provide as a value-added service the appropriate security, maintenance and backup procedures that Customer should establish regarding these matters. Notwithstanding any recommendations which BDD may provide, or has provided, BDD expressly disclaims any warranty with respect to the security, preservation or maintenance of such data.

B.

C.

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ARTICLE V Term Of Agreement

SECTION 10.
TERM. Except as hereinafter provided, the term of this Agreement shall begin at the date of execution and terminate upon completed implementation of the proposed Enterprise Network.

SECTION 11.
OPTION TO EXTEND. The term may be extended, subject to additional requirements of Customer.

SECTION 12
ASSIGNMENT. This Agreement cannot be assigned, subcontracted, or transferred, in part or in whole, without prior written consent of the other party.

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ARTICLE VI Financial Considerations

SECTION 13.
COMPENSATION. Compensation for Professional Services to be performed by BDD, including all charges by BDD or any subcontractor thereto, will be paid in accordance with the attached Appendix A, "Materials and Pricing".

SECTION 14.
REIMBURSABLE EXPENSES. Customer agrees to reimburse BDD for the actual cost of out-of-pocket expenses for authorized travel, lodging, meals, telephone, postage, duplicating and incidentals directly related to performance of the services described in this Agreement, with no additional administrative or operational costs added thereto.

SECTION 15.
PROCUREMENT REIMBURSEMENT. Customer agrees to pay BDD for all approved hardware and equipment purchase by BDD, in accordance with the attached Appendix A - Materials and Pricing. Minor equipment items not listed in Appendix A will be paid for upon approval by the Customer Project Manager.

SECTION 16.
STATEMENTS. Statements for all Professional Services rendered under this Agreement will be prepared by BDD in a form acceptable to Customer and submitted to Customer for payment. All statements rendered shall be completely itemized to indicate the basis for all expenses incurred during the preceding month, including personnel assigned, time expended, and the task performed corresponding to the rate of pay stipulated herein. All statements for purchases and reimbursable expenses shall be supported by appropriate documentation.

SECTION 17.
MAXIMUM OBLIGATION. BDD shall not perform any services, the cost of which would exceed the balance of the funds currently appropriated by Customer for such services. BDD shall provide all tasks and services as indicated in Appendix B and shall be compensated for all such tasks and services renderd as stated in Appendix A. Customer's maximum obligation to be paid BDD under this Agreement for professional services, reimbursable expenses, and procurement rendered during the initial term hereof, shall not exceed total US Dollars stated in Appendix A, unless otherwise agreed to by both Customer and BDD.

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SECTION 18.
STATEMENT SUBMITTAL DATE. Monthly statements for all Professional Services rendered under this Agreement will be submitted to Customer for payment on or before the twentieth (20th) day of the month following the month for which the invoices are prepared, or as soon thereafter as the normal course of business permits. In the event of a disputed amount, Customer shall release the undisputed amount within thirty (30) days, and shall confer with BDD to reach a mutually acceptable resolution of the disputed amount.

SECTION 19.
ACCOUNTING RECORDS AND REPORTS. BDD will, during the term hereof, keep true, accurate, complete and auditable records of all business conducted by it under this Agreement.

SECTION 20.
RIGHT TO AUDIT. Customer reserves the right to audit the records of BDD, its authorized officers, employees, and agents relating to the performance of BDD's obligations, duties, and responsibilities under the terms and conditions of this Agreement.

SECTION 21.
PERFORMANCE BOND. To insure the performance of the services as described in Section 1 and Appendix B - Project Implementation Schedule, BDD shall provide a Guaranty Performance Bond running to Customer, payable to Customer's Treasurer. The said Performance Bond shall be in a form satisfactory to Customer, in the amount of the maximum obligation of Phase I of the Agreement as referenced in Section 1 and Appendix B. Performance Bond shall oblige BDD to return any Monies (excluding actual and reasonable expenses and labor at the stated labor rate in Appendix A) expended by Customer to BDD and Customer to return any product supplied by BDD, if Phase I activities do not successfully complete as stated in Appendix B.

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ARTICLE VII Insurance And Indemnification

SECTION 22. GENERAL LIABILITY INSURANCE. BDD, at its expense, and at all times during the term hereof, shall cause Customer and its officers, agents and employees and BDD to be insured on an occurrence basis against the risk of all claims and demands by third persons for bodily injury, including wrongful death, and property damage arising or alleged to arise out of the activities of BDD, its officers, agents, employees, licensees, invitees and independent contractors pursuant to this Agreement under General Comprehensive Liability Insurance, including automobile and property liability, with the minimum limit of coverage equal to a combined single limit of One Million Dollars ($1,000,000.00).

SECTION 23. ADDITIONAL INSURED. Insofar as said insurance provide protection against liability for damages to a third party for personal or bodily injury, death, and property damage, Customer shall be included as a named additional insured. Customer shall have no liability for any premiums charged for such coverage, and the inclusion of Customer as a named insured is not intended to, and shall not make, Customer a partner or joint venture with BDD in its operations hereunder.

SECTION 24. PROFESSIONAL LIABILITY. Without limiting its liability hereunder, BDD shall also procure and maintain at its sole expense during the term of this Agreement, professional liability insurance in the amount of Two Hundred Fifty Thousand Dollars ($250,000.00).

SECTION 25. INDEMNIFICATION. Customer agrees to indemnify and save harmless BDD, its officers, agents and employees from and against any and all loss of or damage to property of third persons, or injuries to, or death of, any persons, and from any and all claims, damages, suits, costs, expense, liability, actions or proceedings of any kind whatsoever, in any way resulting from, or arising out of the acts and/or omissions of officers and employees of Customer arising out of this Agreement; and Customer agrees to defend BDD in action or proceeding brought thereon.

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SECTION 26. SUBROGATION. Customer and BDD hereby mutually waive all right of subrogation against each other from any loss to property in Customer, therein or affixed thereto from perils which can be insured against under the standard form of fire and general comprehensive liability insurance with extended coverage endorsement generally available at the time, whether or not the party incurring the loss has actually obtained such insurance, unless this clause would result in a loss of BDD's and/or Customer's insurance coverage, in which case this shall be of no force and effect.

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ARTICLE IX Multiple Vendor Considerations And Warranties

SECTION 27
MULTI-VENDOR WARRANTY. The parties acknowledge that the Hardware and Third Party Software is manufactured and produced by third party computer hardware and software vendors. BDD shall deliver to Customer all warranties made by such third party vendors. BDD shall cooperate with Customer to obtain vendor's warranty compliance, but shall not be able to enforce or guarantee the enforcement of such warranties. BDD warranties for the Equipment and Software are set forth below. A. The Equipment and Software. BDD warrants the Equipment and Software to be capable of successfully completing the acceptance tests described in Appendix B for a period of Ninety (90) days from the Acceptance Date and to operate in conformity with the applicable user documentation. The extent of BDD liability under this warranty shall be limited to the correction or replacement, at BDDs own cost and expense, of any defective item of Equipment or Software which fails any applicable acceptance test or which does not perform in accordance with the applicable user documentation during the Warranty period, provided written notice of any failure of any acceptance test or nonconforming operation is given to BDD during the Warranty period. B. Equipment and Third Party Software. Any assistance rendered by BDD to Customer with respect to a warranty claim under Section 27 shall not constitute any warranty whatsoever by BDD Data as to the validity or effectiveness of any third party warranty. The stated express warranties contained in Section 27 above, regarding Equipment and Third Party Software are contingent upon Customer's compliance with the published documentation of each manufacturer or developer of the components of the Equipment or Third Party Software. Limitation On Warranties. BDD makes no other warranties or representations whatsoever with respect to the equipment, third party software, and BDD proprietary methodologies or system utilities. The foregoing warranties set forth in Section 27 above, are in lieu of all other warranties, express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose, with respect to the equipment and third party software.

C.

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ARTICLE X BDD Data System Maintenance Program

SECTION 28
BDD DATA SYSTEM MAINTENANCE PROGRAM. Customer may elect to participate in the various programs available as a part of BDD Data System Maintenance Program and receive software support services (exclusively for the Network Operating System) and on-site equipment maintenance. The various components of BDD Data System Maintenance Program are offered for twelve-month terms beginning as of the Acceptance Date, and terminable annually with thirty (30) days written notice. Such enrollment and the price therefore is designated in the Equipment and Delivery Schedule. System Software Support Plan services are described more fully in Appendix F. A. System Software Support Plan. Customer may enroll in BDD Data System Software Support Plan and receive software support exclusively for the Network Operating System for twelve-month terms beginning as of the Acceptance Date, and terminable with thirty (30) days written notice after the irst year. The basic provisions of the System Software Support Plan are as follows: 1. Customer shall designate two (2) points of contact within the organization and make them known to BDD. All questions raised by Customer in response to issues resulting from the operation of the Equipment shall be channeled by the Customer 's designated contacts to BDD Data Network Engineering Group for resolution. 2. Telephone support shall be limited to Network Operating Systems and the integration thereof. Any problem resolution that is deemed application software-oriented will be billed on a Time & Materials basis at BDD Datas then current rate for the level of service provided. 3. Within the constraints defined in a and b, BDD Data shall provide Customer telephone support during its normal business hours with a guaranteed four (4) hour response time. 4. Customer agrees to retain BDD Data to perform services associated with the System Software Support Plan. The retainer, as specified Appendix F, will be payable on an annual basis, and includes an annual account maintenance fee. The retainer will grant Customer contacts the right to request service based on available incidences. In the event hat the allowed number of incidences is exceeded prior to the conclusion of the annual term, Customer will be required to purchase additional incidences on a renewed retainer, or may elect to be billed for services rendered on a Time & Materials basis. Hardware Maintenance. BDD shall provide equipment maintenance services to Customer in accordance with the terms and conditions of the Equipment Maintenance Agreement to be set forth, provided that Customer executes the Equipment Maintenance Agreement and pays the Annual Maintenance Fee set forth therein.

B.

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ARTICLE XI Termination Of Agreement

SECTION 29.
CUSTOMER'S RIGHT TO TERMINATE. Customer shall give BDD a sixty (60) days written warning to correct any material breach or non-performance of any term, condition and covenant of this Agreemant. Upon failure of BDD to remedy such default, Customer shall have the right to terminate this Agreement upon upon thirty (30) days advance written notice to BDD, of the said material breach or non-performance by BDD of the said term, condition and covenant of this Agreement, and failure of BDD to remedy such default after the sixty (60) days warning period and within thirty (30) calendar days following the receipt of such written notice.

SECTION 30.
BDD'S RIGHT TO TERMINATE. BDD shall have the right to stop any further activities, thus impacting the schedule of this Agreement upon thirty (30) days advance written notice to Customer, with or without cause, or in the event of Customers failure to compensate BDD with payments of any material breach or nonperformance by Customer of any term, condition and covenant of this Agreement as stated in Appendix A. BDD will have the right to terminate this Agreement upon thiry (30) days advance written notice following the said stoppage in activities, with or without cause, or nonperformance by Customer to remedy such default within thirty (30) calendar days following the receipt of such written notice .

SECTION 31.
MUTUAL CONSENT. This Agreement may further be terminated by mutual written consent of the parties.

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ARTICLE XII Additional Provisions

SECTION 32.
NO PERSONAL LIABILITY. No, director, officer, agent or employee of either party shall be charged personally or held contractually liable by or to the other party under any term or provision of this Agreement or because of any breach thereof or because of its or their execution or attempted execution.

SECTION 33.
GOVERNING LAW. This Agreement shall be deemed to have been made in, and be construed in accordance with the laws of the State of New Jersey.

SECTION 34.
NOTICES. Except as herein otherwise expressly provided, all notices required to be given to Customer hereunder shall be in writing and shall be hand delivered or sent by United States Certified Mail, return receipt requested, to: Customer Name. Customer Address All notices, demands and requests by Customer to BDD shall be hand delivered or sent by Certified Mail, return receipt requested, to: BizDevDNA 123 Main Street Glendale, CA 91208 Either party may designate in writing from time to time any changes in addresses or any addresses of substitute or supplementary persons in connection with said notices. The effective date of service of any such notice shall be the date such notice is mailed.

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SECTION 35.
CONFIDENTIALITY OF DATA. Both parties acknowledge that in connection with the performance of its duties hereunder it may be provided with, or have access to, written information and data which is proprietary to the other and which is so marked as proprietary. Both parties agree to keep confidential all such information and date and shall not disclose same, either whole or in part, to any third party without the written consent of the other party. Both parties agree that without the other's prior written consent, it will not copy or reproduce any information or data or sell, assign, disseminate, give or transfer any such information or data or any portion thereof to any other party, at any time whether before or after termination of this Agreement. Both parties further agree that upon termination of this Agreement, it will return all applicable information, data, related notes, and work papers belonging to the other.

SECTION 36.
REPRESENTATIONS. BDD represents that all programs, documentation, reports, design or other items prepared by BDD (termed "Developed Items") under this Agreement shall be the property of BDD and the original work product thereof. BDD shall defend and hold Customer harmless from and against any claim brought against Customer, that any Developed Items infringe a United States patent or copyright, or the trade secret or other proprietary right of a third party. The parties agree that Developed Items do not constitute "work made for hire" as that term is defined under Section 101 of the Copyright Act. Except as provided above, BDD makes no warranties or representations, express or implied, in fact or in law, including the implied warranties of merchantability and fitness for a particular purpose.

SECTION 37.
AMENDMENTS. This Agreement may be amended from time to time by written Agreement, duly authorized and executed by representatives of both parties hereof.

SECTION 38.
WAIVERS. No waiver of default by either party of any of the terms, covenants and conditions hereof to be performed, kept and observed by the other party shall be construed as, or operate as, a waiver of any subsequent default of any of the terms, covenants or conditions herein contained, to be performed, kept and observed by the other party.

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SECTION 39.
FORCE MAJEURE. Neither Customer nor BDD shall be deemed in violation of this Agreement if it is prevented from performing any of the obligations hereunder by reason of strikes, boycotts, labor disputes, embargoes, shortage of material, acts of God, acts of the public enemy, acts of superior governmental authority, riots, rebellion, sabotage, or any other circumstances for which it is not responsible or which is not within its control.

SECTION 40.
INVALID PROVISIONS. In the event any covenant, condition or provision herein contained is held to be invalid by a court of competent jurisdiction, the invalidity of any such covenant, condition or provision shall in no way affect any other covenant, condition or provision herein contained, provided the invalidity of any such covenant, condition or provision does not materially prejudice either Customer or BDD in its respective rights and obligations contained in the valid covenants, conditions and provisions of this Agreement.

SECTION 41.
HEADINGS. The headings of the several Articles and Sections of this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope or intent of any provisions of this Agreement and shall not be construed to affect in any manner the terms and provisions hereof or the interpretations or construction thereof.

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SECTION 42.
ENTIRE AGREEMENT. This Agreement, together with all appendices and exhibits attached hereto, constitutes the entire Agreement between the parties hereto and all other representations or statements heretofore made, verbal or written, are merged herein. This Agreement may be amended only in writing, and executed by duly authorized representatives of the parties hereto.

IN WITNESS WHEREOF, the parties hereto have signed and sealed this Agreement the day and year first above written.

BDD DATA

CUSTOMER

______________________________ Signature

__________________________________ Signature

______________________________ Name (type or print)

__________________________________ Name (type or print)

______________________________ Title

__________________________________ Title

______________________________ Date

__________________________________ Date

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APPENDIX A Materials and Pricing

The Materials and Pricing are subject to change depending upon the inrofmation gathered as described in Appendix C. 1. 2. Pre Activity 1 of the Project (See Materials List for breakdown of the components included) Payments as described in Phase 1 Bonded activities Activity 2 of the Project (See Materials List for breakdown of the components included) $

3.

4.

Activity 3 of the Project (See Materials List for breakdown of the components included) Price per Port/Node/etc. Price per Port - Discount Level A ( For 8010-4030 trade-in) $ Price per Port - Discount Level B (Hub & Router Trade-in) Payments as described in payment schedule Professional Services Senior Consultant

$ $

5.

Senior Systems Engineer

Systems Engineer

Customer Engineer

$ $ $ $ $ $ $ $ $ $ $ $

/Hour /Week /Month /Hour /Week /Month /Hour /Week /Month /Hour /Week /Month

Payments as described in Payments schedule 6. Engineering Services Payments as described in Payments schedule 7. Baselining Services Payments as described in Payments schedule $ $ $ /Week /Month

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Network Management Platform and Services Payments as described in Payment Schedule and Appendix B Server Payments as per Payment Schedule Server Payments as per Payments Schedule Windows NT Server Payments as per Payments Schedule Application Development Payments as per Payments Schedule and Appendix B GUI Interface to Mainframe Payments as per Payments Schedule and Appendix B SNA Gateway Server Payments as per Payments Schedule PC based Encryption Software Payments as per Payments Schedule Cabling, Wiring, Patch Panels and Hubs Payments as per Payments Schedule Frame Relay LAN to LAN interconnectivity per Port Payments as per Payments Schedule Channel Banks, CSU/DSU Payments as per Payment Schedule $ $

9.

11.

12.

13.

14.

15.

16.

17.

18.

19.

List of Materials * 1. 2. 3. The above Activity 1 quote for Per Port/Node cost includes the following: The above Activity 2 quote for Per Port/Node cost includes the following: The above Activity 3 quote for Per Port/Node cost includes the following:

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Payment Schedule A. Freight, Shipping and Out-of-Pocket Expenses. Customer shall be responsible for paying all freight charges incurred by BDD in meeting its obligations under this Agreement. BDD shall be reimbursed for all reasonable out-ofpocket expenses incurred in conjunction with the delivery of Equipment, Software and valueadded Services and for unusual expenses incurred at the B. C. Purchase Price. The purchase price for Equipment and the license fee for Software are set forth in the Equipment and Delivery Schedule. Terms. 1. Equipment, Software and Services. The purchase price of Equipment, the license fee for all Software, and the incurred charges for associated value-added services shall be due as follows: 25% upon delivery of the Equipment or Software to Customers Designated Location(s), and; 50% upon Acceptance (defined in Appendix B). 25% net 30 upon Acceptance (defined in Appendix B). 2. Service. The fees for any extraordinary value-added Service performed by BDD shall be paid as follows: 25% upon commencement of agreement 50% upon completion of the service. 25% upon acceptance. Supplemental Equipment and Software. The purchase price of Equipment and the license fee for Software for Supplementary orders shall be due as follows (unless otherwise contracted): 25% upon delivery of the Equipment or Software to Customers Designated Location(s), and; 50% upon Acceptance (defined in Appendix B). 25% net 30 upon Acceptance (defined in Appendix B). Taxes. All taxes will be at current tax rate.

3.

4. 5.

Invoices. All invoices shall be due and payable as per 2 above. If an invoice remains unpaid for thirty (30) days from its date, or a payment remains unpaid for thirty (30) days from its due date, interest shall accrue on the unpaid balance, subject to applicable law, at the rate of one and one-half percent (1.5%) per month from the date of such invoice or due date. Customer agrees to pay reasonable attorneys' fees and court costs, if applicable, if BDD initiates a collection action due to Customer's failure to promptly pay BDD Data invoices when due, assuming written notice of failure to pay and (5) days opportunity to cure have been provided to client. 6. Price Protection. The Equipment purchase prices and Software license fees listed in the Equipment and Delivery Schedule are guaranteed, subject to availability from manufacturers, for thirty (30) days from the Execution Date, with supplemental modifications to the Schedule guaranteed, subject to availability from manufacturers, for thirty (30) days from the date the modification is signed by the Customer.
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APPENDIX B Project Implementation Schedule

The Project Implementation Schedule is subject to changes, additions, or modifications depending upon the information received in Appendix C and jointly agreed upon Customer and BDDs Project Managers. Payments are to be made upon successful completion of each activity as per the Payment Schedule. After successful completion of each Acceptance Test, Customer accepts that portion of the Enterprise Network, and as such, full payments of all prior activities involved must be made.

Phase 1 Implementation Schedule

Bonded Milestones Activity 1. Baselining Services Dependencies: Information received from Customer ( listed in Appendix C). Duration: 2-4 weeks Engineering and Design (Detail Level) Dependencies: Information received from Customer ( listed in Appendix C), Baselining Service and new requirements requested by Customer. Duration: 2-4 weeks. Initial detail level design for bonded activities Activity 3 Dependencies: Availability of hardware, configuration information, and Customer User Profiles and Resources. Duration: 2-4 weeks. Acceptance Test. Upon successful completion of this test, the Bonded portion of the project will be fully completed and satisfied. As such, full payments must be received of all prior activities, and as outlined by the Payments Schedule described in Appendix A. Dependencies: Successful implementation of the above. Duration: 1 week

Activity 2.

Activity 3.

Activity 4.

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Milestones Activity 5. Activity 5 Dependencies: Implementation of above Duration: 4-6 weeks Activity 6 Dependencies: Information listed in Appendix C, and Availability of equipment. Duration: 4-6 weeks Activity 7 Dependencies: Information listed in Appendix C, and Availability of equipment. Duration: 2-4 weeks Activity 8 Dependencies: Duration: 1 week Activity 9 Dependencies: Information of all User Profiles, information listed in Appendix C. Duration: 4-6 months

Activity 6.

Activity 7.

Activity 8.

Activity 9.

Activity 10.

Activity 10 Dependencies: Information of all User Profiles, information listed in Appendix C. Duration: 4-6 months Concurrently performed. Activity 11 Dependencies: Information of all User Profiles, information listed in Appendix C. Duration: 4-6 months Concurrently performed. Activity 12 Dependencies: Information of all User Profiles, information listed in Appendix C. Duration: 4-6 months Concurrently performed.

Activity 11.

Activity 12.

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Activity 13.

Activity 13 Dependencies: Information listed in Appendix C. Duration: 2-4 weeks

Activity 14.

Activity 14 Dependencies: Information listed in Appendix C. Integration of all management services into current environment. Duration: 2-3 months

Phase 2 Implementation Activity 1. Activity 1 Dependencies: TBD Duration: TBD

Activity 2.

Activity 2 Dependencies: TBD Duration: TBD

Activity 3.

Activity 3 Dependencies: TBD Duration: TBD

Activity 4.

Activity 4 Dependencies: TBD Duration: TBD

Activity 5.

Activity 5 Dependencies: TBD Duration: TBD

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APPENDIX C Disclaimer
All information and design and the proposal provided by BDD to Customer has been based upon generalized information received by BDD Data from Customer. BDD Data reserves the right to make all necessary changes and adjustments to the proposed design based upon the acquisition of more and detailed information from Customer. BDD Data can provide Consulting Services to Customer to obtain the information listed below in the event the customers resources (personnel, logistics) are limited. It is crucial to the design process that BDD Data receives detailed information concerning the following: 1. Overall Topology of existing network with detailed depiction of all inter-network connectivity of Data Centers and Branch Locations. 2. Detailed Traffic Flow analysis. 3. Detailed User Profiles for each Type of Device. 4. Detailed PSTN Telecommunications Architecture of customers network. 5. More Detailed Plans of the Customers Service Offerings for the year ____ and beyond. 6. Timeline for migrating from current applications to future Client-Served based applications. 7. Detailed configuration tables of Host Front End, Controllers, Hubs, Routers, PCs, Communications Servers, POS Terminals, Terminals, PBX, Modems, APIs, and other crucial equipment or products to which BDD Data is required to integrate or provide connections to. 8. Customers concerns about present security limitations and future security expectations and expansion. 9. Current Network Management platforms and devices to which BDD Data is required to integrate of provide connections to. 10. Sample of present Accounting, Pricing, Capacity Planning, Configuration, and Fault Management Reports. 11. List of possible modifications, changes to the above mentioned reports, and concerns about future needs.

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APPENDIX D Environmental And Installation Requirements

The Environmental and Installation Requirements detail the recommended environmental conditions and site preparation/installation requirements that are required to support the "Equipment". In addition to the basic environmental and installation constraints offered herein, an addition attachment may be required detailing component placement. Central Components A. Provide an appropriate room (workspace) for the installation of the equipment. This room should be secured from non-authorized personnel via a locking door or passkey system. The room should be sufficient in size to allow for the proper placement of all necessary central components (hosts, file servers, print servers, hubs, etc.) and their associated peripherals. The room shall further accommodate any recommended equipment cabinets or racks as provided in Appendix A. The workspace shall include a direct dial telephone line for use by technicians in servicing the "Equipment". The work space shall also include a dedicated DID line for remote communications with an appropriate workstation, modem, and software (unless provided for in Appendix A) for remote diagnostics and technical support. The workspace shall include a suitable desk and chair and 20 linear feet of shelving (either as a bookshelf or wall-mounted shelved) for the storage of documentation, materials and other necessary components. The workspace shall meet the following environmental requirements: Temperature Range: Humidity Range: E. 55 - 80 Fahrenheit 20 - 80% (non-condensing)

B.

C.

D.

The workspace will have sufficient, dedicated isolated electrical receptacles to power the Equipment or the UPS system.

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Distribution/Connectivity Requirements A. Provide an appropriate site for the installation of any hubs, concentrators, MAUs, bridging/routing equipment or other distributed components are required. Each site should be sufficient in size to allow for the proper placement of all necessary distribution/connectivity components and their associated peripherals. Each site shall further accommodate any recommended equipment cabinets or racks as provided in Appendix A. Each site shall meet the following environmental requirements: Temperature Range: Humidity Range: C. 55 - 80 Fahrenheit 20 - 80% (non-condensing)

B.

Each site will have sufficient, dedicated isolated electrical receptacles to power the Equipment or the UPS system. The work area will have sufficient, dedicated isolated electrical receptacles to power the workstation (and all associated peripherals) or the printer.

D.

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APPENDIX E
ACCEPTANCE TESTS (SAMPLE - ACTUAL TO BE DERIVED)

The following tests will be performed in conjunction with the terms of this contract, and will serve as a milestone for acceptance of the "System". Upon successful completion of these tests, the system shall be deemed to be complete and delivered , such event triggering the final payment for the "System" as provided for in the "Contract". The tests will be performed within thirty (30) days of the submission of a Certificate of Installation to be provided by BDD Data upon installation/completion of all "Equipment" and services as provided in the Statement of Work In the event that the system is complete and the Acceptance Test is not scheduled for execution by Customer, the system shall be deemed to be accepted and final payment shall be due. 1. 2. The Customers Intel based will tested for remote dial in connectivity The Security Management System will be tested for its Password protection features and user groups. The Asynchronous Terminal User will be tested for remote dial in connection to Application Host. The Network Management System will be tested with its diagnostic software capabilities. The PCs will be tested fot remote dial-in connection to Host Application. Demonstration of making connections to both Application2 will be tested. Application1 and

3.

5. 6.

7.

Complete documentation of the network depicting configurations and parameters set for all communication devices will be submitted to Customer at the completion of the project.

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APPENDIX F Support Services

[To be provided before network installation acceptance in addition to Article X ]

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