1. Executive Summary

Seller will provide its Enterprise Content Management (ECM) solution – Contentverse, in accordance with the requirements communicated by Buyer and proposed by Seller.

The Seller will provide, install, train and support the Buyer’s personnel in the setup and implementation of the
deliverables purchased with Contentverse solution software in the Buyer’s designated IT infrastructure.

Seller will provide on-going maintenance and support in accordance with the Maintenance and Support Terms and Conditions.

2. Deliverables, Responsibilities, Assumptions

To ensure a timely and cost-controlled deployment, each party agrees:

• 2.1 General:
  • Seller and Buyer will each assign a dedicated resource to serve as Project Coordinator for both sides on the Order Form and establish means for Initial Payment to the Seller.
  • Buyer will setup and provide access to Contentverse infrastructure (stable operational environment and normalized server hardening), as detailed in our minimum specifications below in section 2.4.2.
  • Seller will coordinate with Buyer the deployment of the Contentverse solution in the Buyer’s infrastructure under a mutually agreed upon schedule. Seller’s goal will always be to meet Buyer’s desired go-live date.
  • Seller agrees that any access to Buyer’s infrastructure will be pursuant to Buyer’s policies and procedures, which may, at Buyer’s sole reasonable discretion, involve on-line monitoring of Seller’s personnel, require Seller’s use of Citrix or other remote access methods approved by Buyer, and/or limit Seller’s access to Buyer’s infrastructure.
• 2.2 Software:
  • Seller will supply the Contentverse software and applicable license files, as quoted, in the Pricing section of the Order Form within three (3) business days of signing.
  • Project Coordinators from Buyer and Seller will establish, allocate appropriate resources and maintain a deployment schedule for Contentverse Software installation, setup, and configuration in a timely manner that aligns with the Standard 30-day Implementation Plan. The Implementation Plan is subject to change if there are custom professional services included with the Order.
  • Seller will support deployment, maintenance and support (subject to the limitations set forth herein and Buyer is under an active maintenance subscription) of 1 Disaster / Recovery Mirror Server instance and 1 QA Server at no additional charge.
  • Seller will only be responsible for vulnerabilities introduced by the installation of the Computhink developed software on the Buyer’s designated server. Any vulnerabilities/findings identified that are directly related to Computhink developed software will be remediated within fifteen (15) days of discovery. The time limitation does not apply to any third-party software that is not provided by Computhink but may be utilized in the Contentverse Solution such as Apache Tomcat, Microsoft SQL/Windows, Oracle Database Server, Java, Java Runtime environment, Microsoft Office On-line
  • Product End User License Agreement (EULA): Contentverse Server, client and App Users, and any other complementary, software provided by Seller is subject to the Buyer’s full review and acceptance of the applicable EULAs during installation.
• 2.3 Professional Services:
  • Project Coordinators from Buyer and Seller will establish, allocate appropriate resources, approve deliverables and maintain a schedule for all purchased Professional Services as quoted in the Pricing section of the Order Form.
  • Configuration, Administration, and optional Modules Training – (“Train the Trainer”) on-site or remote – will be scheduled and carried out promptly after completion of installation / setup, as mutually agreed to by the parties.
  • All other professional services purchased by Buyer such as Implementation Consultation, Business Process Consultancy – onsite or remote, will be scheduled and carried out promptly, as mutually agreed to by the parties, after completion of Administration training. Buyer will provide Seller with direct access to their business subject-matter experts and key business process owners, as reasonably necessary, for project implementation.
    This may include, but not limited to:
    • Identifying and establishing virtual filing structure for the different areas of operation.
    • Confirm Security Access and User permission levels for all Employees and others to compile initial operational groupings
    • Formulate Document type’s classifications, and their respective indices.
    • Identify and Establish Sample Retention Policies.
    • Identify and Establish Sample Notification Policies.
    • Identify initial Workflows required and establish Workflow routes & procedures for up to two (2) example Workflows.
  • End User Training and/or “Train the Trainer” on-site or remote – will be scheduled and carried out promptly, as mutually agreed to by the parties, after completion of Administration training and assist in transition to go-live state for users.
  • Seller will provide the Software Maintenance Program for the first year from the date Seller supplied the Contentverse software and applicable license files, as quoted.
  • Seller will provide Ongoing end-user training access to the Contentverse Knowledge Center (CKC) – on-line, on-demand training platform; for up to 25% of Buyer’s purchased end-user licenses; for a period of 60 days following the date Seller supplied the Contentverse software and applicable license files, as quoted.
  • Seller will provide ongoing Technical and Customer support, as long as, Buyer remains on the Software Maintenance Program.

• 2.4 Mutual Responsibilities
  The successful completion of this overall project is a coordinated effort between Seller and Buyer.
  • 2.4.1 Operational Impact:
    Buyer’s operations may be impacted by the installation, and the following aspects are to be understood and accepted:
    • Time allocated towards Buyer’s IT personnel assisting Seller’s personnel to configure Contentverse solution.
    • Time allocated towards Buyer’s designated personnel to be trained in the operation of Contentverse.
    • Time allocated towards Buyer’s designated personnel in providing Implementation, Business Process Consultancy where applicable.
  • 2.4.2 System Requirements:
    • For the system deployment, it is agreed that Buyer will provide the minimum requirements to host the Contentverse solution and will meet or exceed the Seller’s recommended operational environment requirements, detailed below:

Note: The server RAM of 64GB is predicated on the usage over the initial three to five years. As the usage of the system and the number of documents grow exponentially it is recommended to install the database engine on a separate server. In addition, the Web Server and Indexer server (Full text search) should be installed on a separate server instance to increase performance of the system.

The Contentverse system will be incorporated into Buyer’s established back-up / Disaster recovery  Procedure and Buyer will be responsible for on-going backup/disaster recovery maintenance and validation, unless a Hosting Addendum is attached to this agreement.

Mail Server Information (SMTP) – If utilizing the workflow module and or email notifications, then SMTP (e.g., Exchange Server IP address and port) connection information should be made available by the Buyer.

If setting up the web server for Buyer external access, firewall access may be required. Buyer will be responsible for configuring and maintaining specific ports utilized by the application internally and externally, maintain firewalls, network address, etc.

Buyer will provide client workstations with network (TCP/IP protocol) connectivity to the Contentverse  server.