TED, this is taken from TPI's Form 10 concerning "Groupware Services". As the past several contracts have been in this area, I thought it might help people figure out how TPI makes money from such endeavors.
- Jeff
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GROUPWARE SERVICES
Groupware is a type of software designed to allow users on a client/server network to use the same software and work on the same project at the same time. Notes-Registered Trademark- ("Notes") is a groupware product of Lotus Development Corporation, an IBM subsidiary ("Lotus"), that, among other applications, allows users to work on the same document and exchange electronic mail. Notes permits the integration of information from desktop computer applications, relational databases, legacy systems and the World Wide Web. Notes contains an application development environment, a document database and sophisticated messaging system which permit the development of custom applications for improving business processes in areas such as product development, customer service, sales and account management.
The Company has entered a "business partner" agreement with Lotus, pursuant to which the Company has been designated a "Consultant." As a Consultant, the Company undertakes to promote the sale of Lotus products and is authorized to provide business process or technology consulting and custom application development services using Lotus technologies. As a business partner, the Company is required, among other things, to be using Lotus products internally, be connected to Lotus electronically via the Lotus Notes Network/Partner Information Network and have a "certified Lotus professional" on staff. Lotus provides the Company with software development tools, information, marketing services and support .
The Company has also entered into a value-added reseller agreement with IntellAgent Control Corporation ("ICC"), a provider of sales force automation software, which has appointed the Company as a non-exclusive distributor in the United States for such software, which runs on Lotus Notes. Such software includes artificial intelligence-like features which enables the marketing and sales personnel of an organization to obtain the latest data concerning a customer or sales prospect stored in any database on the organization's enterprise-wide computer system. The Company has acquired a license for such software product from ICC and the right to grant sublicenses of the product, and provide custom application development and support services with respect to such product to end-users.
Groupware services consist of consulting, analysis, custom application
software development and implementation of Notes software solutions and specific application programs which operate in the Notes environment and the training of customer personnel in the use of such software. In this connection, the Company has entered into a professional services subcontracting agreement with GE IT Solutions/Universal Data Consultants ("UDC") pursuant to which the Company has agreed to provide classroom instruction and related professional services, as a subcontractor of UDC, to end-users with whom UDC has prime groupware development contracts. The services to be provided by the Company under a particular prime contract are to be specified in a statement of work to be executed by UDC and the Company, which statement of work will specify the amounts or rates of compensation for the Company's performance of such services as well as other specific terms and conditions applicable to the Company's performance of the services. Each subcontracting agreement is terminable by either party on 30 days prior written notice and UDC may terminate the services to be performed by the Company at any time upon written notice to the Company. To date, the Company has completed 14 subcontracts under the subcontract agreement and is in the process of performing nine subcontracts.
Groupware services are rendered under the Company's form of professional services agreement at fees based on time and materials estimated to be expended by the Company in the performance of such services plus a reasonable profit.
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