Sample Business Contracts


Consulting Agreement - Selectica Inc. and 3Com Corp.

Consulting Forms


[SELECTICA LOGO]

                                                     2890 Zanker Road, Suite 101
                                                              San Jose, CA 95134
                                                            Main: (408) 570-9700
                                                             Fax: (408) 570-9705
                                                               www.selectica.com

August 10, 1999

Mr. Michael Greene
3Com Corporation
5400 Bayfront Plaza
Santa Clara, CA 95052-8145

Michael,

I am pleased to present this consulting engagement proposal to 3Com on behalf of
Selectica. The purpose of this document is to provide investment estimate to
3Com for consulting work that Selectica will provide to 3Com with regards to our
Internet Selling System and 3Com's use within the IOM project. The items
addressed within this document are focused on post phase 1 delivery.

Below is a list of each project Selectica has been asked to complete within the
Phase 2 scope and the respective investment estimate. The project plan will be
finalized between 3Com and Selectica once this agreement has been approved and a
purchase order has been delivered to Selectica.

SUPERSTACK II HUBS, SWITCHES & PBX WIZARD The Wizard will quickly guide the
customer to the product that meets the customer's requirements and will
seamlessly deliver the choice to Open Market Transact for order processing. Two
selection paths are provided: 1) The user who knows what he/she needs can select
from a list of SuperStack II Hubs, Switches & PBX products; 2) The user who
needs help is guided through a series of questions about requirements to an end
choice. The development of this wizard will follow Selectica's process structure
and require 3Com approval along the way. The functions included, but not limited
to the development of this application are analysis and discovery, design,
development, installation and configuration, change management, support,
testing, and project management. We anticipate that this project will require a
headcount of 1 to 1 1/2 consulting engineering resources, 1/4 graphical designer
resources, along with project management time. The estimated investment for the
SuperStack II Hubs, Switches & PBX Wizard is $[*].

DIGITAL PHONES WIZARD. The Wizard will quickly guide the customer to the product
that meets the customer's requirements and will seamlessly deliver the choice to
Open Market Transact for order processing. Two selection paths are provided: 1)
The user who knows what he/she needs can select from a list of SuperStack II
Hubs, Switches & PBX products; 2) The user who needs help is guided through a
series of questions about requirements to an end choice. The development of this
wizard will follow Selectica's process structure and require 3Com approval along
the way. The functions included, but not limited to the development of this
application are analysis and discovery, design, development, installation and
configuration, change management, support, testing, and project management. We
anticipate that this project will require a headcount of 1 to 1 1/2 consulting
engineering resources, 1/4 graphical designer resources, along with project
management time. The estimated investment for the Digital Phone Wizard is
$[*]

OFFICECONNECT WIZARD The Wizard will quickly guide the customer to the product
that meets the customer's requirements and will seamlessly deliver the choice to
Open Market Transact for order processing. Two selection paths are provided: 1)
The user who knows what he/she needs can select from a list of SuperStack II
Hubs, Switches & PBX products; 2) The user who needs help is guided through a
series of questions about requirements to an end choice. The development of this
wizard will follow Selectica's process structure and require 3Com approval along
the way. The functions included, but not limited to the development of this
application are analysis and discovery, design, development, installation

[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
      WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
      RESPECT TO THE OMITTED PORTIONS.

<PAGE>   2
and configuration, change management, support, testing, and project management.
We anticipate that this project will require a headcount of 1 to 1 1/2
consulting engineering resources, 1/4 graphical designer resources, along with
project management time. The estimated investment for OfficeConnect Wizard is
$[*]

ACCESS BUILDER 6100 & 6200 CONFIGURATORS This product configuration requires the
use of Configure To Order process (CTO) in order to provide the customer with
the flexibility of combining any modules together and also to keep the number of
SKUs at a manageable level. The development of the configurator will follow
Selectica's process structure and require 3Com approval along the way. The
functions included, but not limited to the development of this application are
analysis and discovery, design, development, installation and configuration,
planning (non-PM), change management, support, testing, and project management.
We anticipate that this project will require a headcount of 2 to 3 consulting
engineering resources, 1/4 graphical designer resources, along with project
management time. The estimated investment for the Access Builder 6100 & 6200
configurators is $[*].

CORE BUILDER 3500, 9000 & 9400 CONFIGURATORS This product configuration requires
the use of Configure To Order process (CTO) in order to provide the customer
with the flexibility of combining any modules together and also to keep the
number of SKUs at a manageable level. The development of the configurator will
follow Selectica's process structure and require 3Com approval along the way.
The functions included, but not limited to the development of this application
are analysis and discovery, design, development, installation and configuration,
planning (non-PM), change management, support, testing, and project management.
We anticipate that this project will require a headcount of 2 to 3 consulting
engineering resources, 1/4 graphical designer resources, along with project
management time. The estimated investment for the Core Builder 3500, 9000 & 9400
Configurators is $[*].

PATH BUILDER S310/330, S500, S600 & S700 CONFIGURATORS This product
configuration requires the use of Configure To Order process (CTO) in order to
provide the customer with the flexibility of combining any modules together and
also to keep the number of SKUs at a manageable level. The development of the
configurator will follow Selectica's process structure and require 3Com approval
along the way. The functions included, but not limited to the development of
this application are analysis and discovery, design, development, installation
and configuration, planning (non-PM), change management, support, testing, and
project management. We anticipate that this project will require a headcount of
2 to 3 consulting engineering resources, 1/4 graphical designer resources, along
with project management time. The estimated investment for the Path Builder
S310/330, S500, S600 & S700 Configurators is $[*]

NET BUILDER II CONFIGURATOR This product configuration requires the use of
Configure To Order process (CTO) in order to provide the customer with the
flexibility of combining any modules together and also to keep the number of
SKUs at a manageable level. The development of the configurator will follow
Selectica's process structure and require 3Com approval along the way. The
functions included, but not limited to the development of this application are
analysis and discovery, design, development, installation and configuration,
planning (non-PM), change management, support, testing, and project management.
We anticipate that this project will require a headcount of 2 to 3 consulting
engineering resources, 1/4 graphical designer resources, along with project
management time. The estimated investment for the Net Builder II Configurator is
$[*]

The total estimated investment by 3Com for phase 2 delivery is $[*]. Selectica
will work with 3Com to incorporate dates into the overall project plan.
Selectica will only bill against the purchase order, with approved hourly work
approved by 3Com prior to billing. In order to deliver on time, it is
Selectica's expectation to receive a purchase order for the above phase 2 work
no later than August 31, 1999. Thank you for the opportunity to present this
consulting engagement proposal and to continue to build the relationship between
3Com and Selectica.

Regards,

Philip Peterson
Selectica, Inc.



[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
      WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
      RESPECT TO THE OMITTED PORTIONS.



ClubJuris.Com