SONY PICTURES ENTERTAINMENT INC.

Transcription

1 SONY PICTURES ENTERTAINMENT INC. EXHIBIT A WORK ORDER UST Global Reference: SONY WORK ORDER, Exhibit to the Consultant Services Agreement (the "Agreement") by and between Sony Pictures Entertainment Inc. (the "Company") and VST Global Inc ("Vendor") dated March 2, SERVICES: The Vendor will provide application design and development services for the Company. Prototype Deliverables and Acceptance Criteria: Functional Requirements Review Review of all functional requirements Document completed by the Application Architect & Functional Specs with Project Manager sign-off on understanding Gap analysis of any required byvst/spe clarification on Functional Requirements for application design or effort estimation Conduct clarification meeting with SPE BRM (business analyst) and potentially the user where required Application Architecture The Application Architect will design Application Architecture Diagram and document the system architecture Diagram, presented, for the application across the full reviewed and approved by stack from VI through Middleware and Database. Including specifications for non-functional requirements including performance, scalability, & security. The architecture will take into account the existing elements of the SPE C2 framework on JBOSS and Oracle DB. Mobile architecture will also be completed with delivery on the ipad but architecture design that is as device agnostic as possible. Including handsets and tablets. SPE ADMlSDM. Development of Release 1 & 2 Create simulation and/or prototype of Working functionality for Release 1- View Project List and the requirement for validation with Release 1 & Release 2 View Project Detail the BA and/or user. available in the SPE Create Technical Design for the Production Environment Release 2 - Crew Deal History, releases. Launch Attachments, and Add- Provide the Technical & SONY Sony Pictures Motion Picture Production Database Project Page 11

2 Edit Project Final MPPDB completed project estimate and Project Plan Simulation to the offshore development team Promote to PY for QA and VAT Complete any fixes from VAT Promote to Production Create a fixed-bid estimate for Releases 3-8 based on the finalized functional requirements, application design, and development throughput data from releases 1 & 2. Create a development Project Plan through Development, System Testing, Go-Live and KT for Maintenance. Layered PhotoShop files PDF document with newly designed screens 1.1. Applicable Service Level Requirements (SLRs) of milestones by scheduled completion date Functional % of Test 100% of Test % Bi-weekly Upon and Non Cases Cases duringuat Completion Functional phase ofqaprior Requirements touat Met before and UAT start date measured in Quality Center Defect free %ofuat to all 93.3%* At completion On deliverables Cases deliverables of each Completion leach milestone I of each milestone Project milestone Performance = [(Cumulative number of deliveries shipped on or before project completion)] * 100/Cumuiative number of deliveries Performance = Number of UAT cases met/total Number ofuatcases (number of by project completion where bugs = x * 100 I (number of deliverables for the entire 40% 35% *The 93.3 defect rate is the standard acceptance rate by the Six Sigma definition, it assumes zero Severity 1 or Severity 2 defects. Defects are measured against approved and documented test scenarios in the Functional Design Document. Reported defects found in processes not defined in the documented test scenario will not be considered in defect density calculation nor guaranteed for a fix before the scheduled Go Live date Service Level Requirements (SLRs) and Fee Reduction The SLRs set forth in section 1.1 have been designed to encourage Vendor's consistent performance in the form of timely delivery of service, quality of service, high customer satisfaction and overall value to the Company. Each SLR set forth in section 1.1 identifies key performance measures that will be used to evaluate the Vendor's delivery of the in scope Services on a recurring basis. The overriding goal in developing SLRs is to support Company's desire to manage the Vendor by monitoring and measuring performance on the Company's most-important business and technical requirements Fee Reduction SONY Sony Pictures Motion Picture Production Database Project Page 12

3 Fee Reductions are calculated dollar amounts payable to Company as a result of Vendor's failure to meet the SLRs set forth herein. Fee Reductions are not intended to compensate Company for damages, but rather to provide Company an interim financial remedy that approximates the diminished value of the Services contracted for but not performed as a result of a SLR failure. Fee Reductions shall not be construed as an exclusive remedy and Company shall be entitled to other remedies as are available under the Agreement Failure For the purposes ofthis Exhibit, "Failure", shall with respect to SLRs means the failure to meet such SLR performance as set forth in section 1.1 and assumes that the Company has provided the Vendor with all necessary documentation, system access, availability of subject matter experts, and decision-makers at the critical milestones for the Vendor to meet the project milestones Weighting Factor Each SLR in this Exhibit has been assigned a weight representing relative criticality as compared with other SLRs, which is expressed as a percentage (hereinafter the "Weighting Factor"). Weighting Factors shall be used to calculate Fee Reductions for a failure to meet SLRs (in accordance with Section 1.6 herein). The sum of all Weighting Factor percentages shall not exceed one hundred percent (100%) with a maximum weighting factor of 65% for any single SLR Fee Reduction Methodology Upon any failure with respect to a SLR, a Fee Reduction shall be assessed, which shall be equal to the product of: At Risk Amount (as defined in Section 1.7) multiplied by the Weighting Factor for the SLR that was missed. The Fee Reduction will be immediately credited to Company and shall be identified and itemized in the next invoice. Company may also set off amounts owed as Fee Reductions against future invoices that are payable to Vendor Project At Risk Amount The portion of Fees against which Fee Reductions can be assessed for SLR failures shall be known as the ("At Risk Amount"). The At Risk Amount for Vendor's failure to meet SLRs is eight percent (8%) ofthe SOW Fees Development Approach and Methodology The Vendor will execute the development in two phases. Activities performed under each of the phases are detailed below: 1. Application Design Phase: Functional Requirements Analysis: Analyze and understand the user requirements based on functional requirements, non-functional requirements and design objectives. Application Architecture Design: modernize the existing system for improved web-enablement and to implement design improvements, developed as new module on the Concept-to-Camera (C2) framework, addressing Architecture alignment to SPE's compliance, consistency and re-usability Multi-channel access to Business Services: the application will be designed for multibrowser access (IE, Firefox, Navigator, & Safari) and mobile access to important information with focus on reusable business services Re-design the data model to ensure easy data maintenance and reuse: as the application is modernized, changing the data model for re-use and performance may be required Improved flexibility around analytics and reporting 2. Iterative Build Phase for Release 1 & Release 2: Prototype and/or simulate the requirement Develop Technical Specifications Code and Test the solution Perform QA and promote to the Test Environment for UAT preparation SONY Sony Pictures Motion Picture Production Database Project Page 13

4 Perform any required fixes from QA or UAT phases Promote to the Production Environment 1.9. Assumptions All hardware and software required for the development, prototype and production environments will be provided by SPE, workstations for offshore development staff will be provided by UST. Development, Test & Production environments will be prepared with access provided prior to the start of the development process Project Level Reporting Vendor Communication Plan Methodology / Tool Frequency Content Project Status Reports Weekly Status of deliverables and progress of activities Risk and Issue Log Weekly Identified risks and mitigation plans of production support issues.- exlcullvl.- exlcullvl TERM: SPE Activities UST --y Leodo"hlp r eom Sponsor Sponsor Pro"om MonlCO r Projlct MonOClmlnl Offlte Partner Mlnl,.r ~ Discuss overall healt h of re lationship Vision alignment Obtain feedback Strategic Direction of t he Organizatior:- Review quarterly performance UST Leadership Executive Sponsor Global Relationship Manaee:r Account/Project Manacar Obtain felt dback Executlv. Sponsor "' Discuss innovation Set quarterly objectives Discuss strategic initiativu Globol RoloUon,hip M.anac.r Account/Projoct Mlnl/lor exlcutlvl Spon.or Review mont hly perfo rmance Glob.1 Rel.tlon.hlp Procr1m Mln.,er Obtain feedback Mana,.r Projlct MonOClmlnl Offlte Address Change, Risks, and Issues Account/Project Mana,or Portnlr Monocor Review 90 day demand forecast Offshore Acc.ount Manac.r Pro,,"m Monocer Partn.r Mana,.,.._ _ Project Status Reviews Review incident/cq analysis Address Chan;:e, Risks, and Issues Project Mana,er Systems Analyst.L. rethnlcal Lead ~ ~ The project is scheduled to start on July 18, 2011 with an estimated duration of 11 business weeks from project kickoff concluding September 30, COMPENSATION: a. Vendor will be compensated on a fixed fee per the following payment schedule: $14,676 to be invoiced at the conclusion of July $40, I 62 to be invoiced at the conclusion of August $40,162 to be invoiced at the conclusion of September based on deliverable completion and signoff by Company b. Expenses: Prior written approval by the Company is required. c. Overtime compensation: included in the fixed price SONY Sony Pictures Motion Picture Production Database Project Page 14

5 d. Other Compensation/Credits: N/A e. Total Costs: The total fee for the duration of this exhibit is $95, MANAGER: Paul Gaffner, Director SPE Motion Pictures 5. PERSONNEL: Depending on the scope of the engagement personnel can fall under the following roles described as follows : Project Manager: The Project Manager serves as the primary focal point for ensuring that the SDLC process is followed and that deliverables meet required timelines & quality standards. Java Architect/Technical Lead: Creates the application architecture and ensures compliance against that architecture throughout the development phase. Performs final QA before delivery to SPE for UAT. Developer: Responsible for technical design of solutions and coding VI Designer/Tester: Responsible for UI design of the screens and unit testing 5.1. Personnel Approval Process Prior to assigning the Vendor onsite lead and other key service delivery staff to Company, Vendor will provide Company with proposed staff resumes and other information about the members, and Company will have the right to approve them. If Company objects in good faith to the proposed assignment, Vendor shall propose other individuals to meet Company staffing requirements. During the contract period, if Company determines in good faith that the continued assignment of one or more of the Vendor engineering personnel is not in the best interests of Company (due to poor staff performance) and as such requests replacement of such person(s), Vendor will replace that person(s) with another person(s) of suitable ability and qualifications per the staff approval process described above Project Team and Organization Vendor will employ a hybrid global delivery model focused at providing more touch points to the Company in terms of senior resources such as Account Manager, Coordinator, Architects, etc. located at the client site to work closely with the MPG while leveraging our offshore delivery. A high level Project Team Organization is explained below: SPE. Engagement Relationship MPPDB Application Development Team SPE SPE PMO Jay Kuderka Relationship Mgr. SPE Project Manager Christine Faraci Accou nt Mgr. Java Developers ITSME JavaCoE Mandira Shah 1 Practice Leadej AVStudio Andrew Doak Practice Di=:J II Sunil P 1 Practice Archite.:J SONY Sony Pictures Motion Picture Production Database Project Page 15

6 Vendor team organization structure comprise of the following roles: 3. Executive Sponsor: Senior member of Vendor's leadership team who will be accountable for all strategic business and relationship matters involving Company 4. Relationship Manager: Accountable for planning and commitment of vendor in support of Companies initiatives and maintaining the day-to-day relationship 5. Account Manager: Single point of contact to the Company and responsible for execution of project activities and day-today management of staff and deliverables. The Account manager will facilitate status meetings and issue resolution 6. Project Manager: Responsible for project team management, coordination of project deliverables. The Project Manager will report to the Account Manager. The Project Manager will own the task level activities and will be responsible for accomplishing the project deliverables 7. Development team: Java/J2EE Technical Architect and Java/J2EE Engineers are assigned to develop the proposed solution in accordance with service level requirements 8. Domain Experts: This is a group of technical architects who would support the delivery team in creating high-level design of an end-to-end solution. The team will work closely with the end users to confirm that the application meets their needs. AGREED AND ACCEPTED this the 18th day of July, 2011: UST GLOBAL INC SONY PICTURES ENTERTAINMENT INC By: Charlie Bunten Director, Contract Services By: Date: July 22, 2011 SONY Sony Pictures Motion Picture Production Database Project Page 16