EX-10.18 MASTER SOFTWARE DEV. AND CONSULTING AGMT.



 





Exhibit
10.18




MASTER SOFTWARE DEVELOPMENT AND CONSULTING SERVICES AGREEMENT




Agreement #003703397




     This is an agreement (the “Agreement”) between Security First Technologies,
Inc. (“S1”), a company located at 3390 Peachtree Road, Suite 1700, Atlanta,
Georgia 30326-1108 and State Farm Mutual Automobile Insurance Company, its
subsidiaries and affiliates (“STATE FARM”), located at One State Farm Plaza,
Bloomington, Illinois 61710.



WITNESSETH




     WHEREAS, it is the desire of the parties that, from time to time, in
accordance with the terms and conditions hereof, S1 shall, for STATE FARM,
develop mutually agreed upon (i) modifications or enhancements to the Licensed
Programs as defined in the Remote Financial Services and Data Processing
Agreement entered into as of the 30th day of June, 1998 or (ii)
additional programs (collectively “Software”); or S1 shall (iii) provide
consulting services (“Consulting Services”).



     WHEREAS, the parties intend that any work orders for Software, Enhancements,
or Consulting Services that are executed after the effective date of this
Agreement will be governed by this Agreement.



     ACCORDINGLY, the parties agree as follows:



     1. TERM OF AGREEMENT. This Agreement shall become effective on the
date the second of the two parties executes this Agreement below and remain in
effect for the duration of later term of either the Remote Financial Services and
Data Processing Agreement entered into as of the 30th day of June, 1998 or the
Software License Agreement entered into as of the 31st day of
December, 1998.



     2. SERVICES. STATE FARM shall from time to time ask S1 to provide
Software and Consulting Services. STATE FARM shall make its request on a work
order, the form of which is attached hereto and incorporated herein as Exhibit A
(the “Work Order”). Each Work Order shall be in the format prescribed in Exhibit
A and shall set forth, among other things, a description of the Software and/or
the Consulting Services to be delivered (collectively the “Deliverables”), the
sequential order for delivery of the Deliverables, acceptance criteria specified
for acceptance of a Deliverable (the “Acceptance Criteria”), and the fee to be
paid with an explanation for each fee being charged under the Work Order (the
“Fee Schedule”).



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     3. WORK ORDER AND FEES. Upon execution of the Work Order by
both parties, S1 shall provide the Deliverables according to that particular Work
Order. In consideration of S1 performing and completing its responsibilities
hereunder, STATE FARM shall pay S1 the fee set forth in the particular Work
Order. Such compensation shall be due and payable thirty (30) days following
STATE FARM’S receipt of an accurate and legible invoice. All invoices shall
reference the Work Order associated with the invoice. Any fees not paid within
such thirty (30) day period shall bear interest at the prime plus two percent
(2%) rate per annum, as published bi-weekly in the Wall Street Journal,
calculated from the date the payment was due until the date the payment is
received by S1. STATE FARM’s payment of such interest on late payments shall not
prevent S1 from exercising any other rights under this Agreement and applicable
law.



     4. MEETINGS. When deemed necessary by either party, in order to
provide the Deliverables, S1 and STATE FARM personnel shall meet at a mutually
agreeable time and place. Both parties acknowledge that it shall be necessary to
cooperate reasonably in order to carry out this Agreement, and each agrees to
cooperate reasonably with the other.



     5. CONFIDENTIALITY.



     a. In the course of their performance under this Agreement, the parties may
learn or have access to certain confidential, business, trade secret, proprietary
or other similar information or products of the other party or of the other
party’s vendors, consultants, suppliers, customers or agents (the “Confidential
Information”). The parties will keep strictly confidential any such
Confidential Information.



     b. The party providing Confidential Information to the other party is
referred to as the “Disclosing Party,” and the party receiving the Confidential
Information of the Disclosing party is referred to as the “Receiving Party.”
Confidential Information will not include products or information that:




	 	i.	 	are in the public domain, or in the
possession of the Receiving Party, without restriction at the
time of receipt under this Agreement;
	 
	 	ii.	 	are used or released with the prior written approval of
the Disclosing Party;
	 
	 	iii.	 	are independently developed by the
Receiving Party; or
	 
	 	iv.	 	are ordered to be produced by a
court of competent jurisdiction or appropriate regulatory
authority, but in such case the Receiving Party producing the
Confidential Information agrees to notify the Disclosing Party
immediately and cooperate with the Disclosing Party in
asserting a confidential or protected status for the
Confidential Information.




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     c. The Receiving Party may furnish access to Confidential Information of the
Disclosing Party to third parties providing services to the Receiving Party, to the
extent needed in connection with the performance of services directly or indirectly
for the benefit of STATE FARM, provided that:




	 	i.	 	such third parties have agreed in
writing with either the Receiving Party or the Disclosing Party,
in terms no less restrictive than the confidentiality
obligations under this Agreement, to keep confidential the
Confidential Information; and
	 
	 	ii.	 	such third parties have agreed in
writing with either the Receiving Party or the Disclosing Party
not to use the Confidential Information for their own benefit or
the benefit of any person or entity besides STATE FARM; and
	 
	 	iii.	 	the Receiving Party, when allowing
such third parties access to the Disclosing Party’s Confidential
Information, will not exceed the license or use restrictions in
the Agreement.





     d. If S1 receives any Confidential Information of any vendor, consultant,
supplier, customer or agent of STATE FARM in connection with S1’s performance of
services under this Agreement, S1 will not use that Confidential Information for any
purpose other than the provision of services to STATE FARM.



     e. Each party will return to the Disclosing Party upon the Disclosing Party’s
request any Confidential Information and copies thereof. The provisions of this
Section 6 will survive termination of this Agreement.



     6. PERFORMANCE STANDARDS:



     a. The S1 or STATE FARM representatives who fulfill their respective
responsibilities under this Agreement have the ability and expertise to perform
their responsibilities hereunder, and in doing so shall use commercially
acceptable standards of professional workmanship. STATE FARM shall have the right
to reject any of S1’s employees whose qualifications in STATE FARM’S judgment do
not meet commercially acceptable standards of professional workmanship. S1 and
STATE FARM agree to make a good faith commercially reasonable effort to adhere to
the other party’s required qualifications. Both parties shall work together to
resolve issues pertaining to changes in scheduling, resource impact, and
priorities in accordance with the following:




	 	i.	 	STATE FARM shall delineate the
individual rejected in writing and submit it to the S1 project
manager.
	 
	 	ii.	 	S1’s project manager shall estimate
the scheduling impact associated with replacing the rejected
employee. S1 will provide such information in writing to the
STATE FARM project manager.




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	 	iii.	 	The STATE FARM project manager will review the
expected impact and either approve the estimated impact or
work with the S1’s project manager to resolve any
modifications to such scheduling.





     b. S1 expressly warrants that any Software and Enhancements covered by
this Agreement do not and shall not contain any lock, clock, timer, counter,
copy protection feature, lockout device, dissolve feature, a hole in the
security system, (often referred to as a trap door or backdoor), replication
device, defect (“virus” or “worm” as such terms are commonly used in the
computer industry), CPU serial number reference, code, error message, or any
other device which (i) might lock, disable or erase the Software and
Enhancement; (ii) might prevent STATE FARM from fully using the Software and
Enhancement; (iii) might require action or intervention by S1 or any other
person or entity to allow STATE FARM to use the Software and Enhancement; or
(iv) might affect the functionality of the Software and Enhancement in any
way.



     c. S1 expressly warrants that the Software and Enhancement will neither
fail due to, nor produce incorrect results in, date-related processing,
including processing of dates later than 1999, or leap years.



     d. Both parties warrant that there are no current or threatened legal proceedings
that would adversely affect its ability to perform its obligations under this
Agreement S1 also warrants that after reasonable review, that neither S1 nor or any of its
employees, subcontractors or agents who will perform services under this Agreement
have been convicted of felony offense involving dishonesty or a breach of trust.



     e. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT,
S1 AND STATE FARM EXPRESSLY DISCLAIM, AND LICENSOR AND LICENSEE HEREBY WAIVE, ALL
OTHER REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLED, INCLUDING, BUT NOT
LIMITED TO, REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY
PARTICULAR PURPOSE, AND WARRANTIES ARISING OUT OF COURSE OF DEALING OR COURSE OF
PERFORMANCE.



     7. OWNERSHIP, LICENSE, AND MAINTENANCE:



     a. All Deliverables provided to STATE FARM by S1 under this Agreement
shall be the sole and absolute property of S1, except for those ideas,
techniques and materials that identify STATE FARM, contain STATE FARM’S
Confidential Information, or according to the Work Order, are jointly
developed exclusively for STATE FARM, which ideas, techniques or materials
shall be exclusively owned by STATE FARM.



     b. License of Software: S1 hereby grants to STATE FARM without any
additional charge whatsoever, a non-transferable, perpetual, royalty-free,
non-exclusive, enterprise wide license for STATE FARM, its employees and
independent contractor insurance agents and/or their staff personnel to use,
reproduce, modify, improve, transmit, display, perform maintenance on, provide
access to, and create derivative works from, the Software and the
Enhancements; provided, however, STATE FARM may not sell, license or
distribute the Software and Enhancements to any third party,



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except its independent contractor insurance agents and/or their staff personnel;
and, provided further, that STATE FARM may provide access to the Software and
Enhancements to third parties whose duties for STATE FARM require such access. S1
will provide to STATE FARM the source code for the Software and Enhancements, but
not for any third party software embedded in the Software and Enhancements.
Notwithstanding the foregoing, STATE FARM’S right to create modifications,
improvements and/or derivative works of the Software and Enhancements shall in no
way create or transfer any right or title in the underlying Software and
Enhancements. This license grant shall survive termination of this Agreement. Any
Software and Enhancements delivered to STATE FARM under this Agreement shall be
subject to the terms and conditions of this Agreement, and the Software License
Agreement dated December 31, 1998.




     c. Maintenance of Software: S1 will provide maintenance and support for the
Software and Enhancements at no additional charge whatsoever as long as STATE
FARM remains current with respect to its procurement of maintenance for other S1
products that work in conjunction with the Software and Enhancements. STATE FARM
acknowledges that in the event that it modifies, improves or creates derivative
works from the Software and Enhancements, S1 shall be relieved of its
responsibility to maintain the modified code.



     8. INFRINGEMENT INDEMNIFICATION:



     a. S1 shall indemnify and hold STATE FARM fully harmless against any and all
third party claims, expenses, judgments, liabilities, damages or losses,
including reasonable attorneys’ fees and expenses, and at S1’s sole expense shall
defend all third-party actions and proceedings arising from any infringement or
alleged infringement related to the Deliverables provided and furnished or used
under this Agreement, to the extent such infringement or alleged infringement is
caused by such S1 Deliverables. Notwithstanding the foregoing, S1 shall not
indemnify STATE FARM for the above claims nor defend such actions to the extent
such claims or actions are caused by:




	 	i.	 	STATE FARM’S modification of the S1
Deliverables, and no infringement would have occurred without
such modification, or
	 
	 	ii.	 	STATE FARM’S failure to use
corrections or enhancements made available to STATE FARM by S1,
provided that:






	 	A.	 	STATE FARM has had a
reasonable period of time to implement such corrections
or enhancements; and
	 
	 	B.	 	Such corrections or
enhancements do not adversely affect the functionality
or performance of the S1 Deliverables in any material
respect; or






	 	iii.	 	STATE FARM’S use of the S1
Deliverables in combination with any product or information not
supplied by S1, and no infringement would have occurred without
such combination.




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     b. In the event that an injunction or restraining order is obtained
against the use or distribution of any S1 Deliverable by STATE FARM because of
infringement or alleged infringement of any United States or Canadian patent,
copyright, trade secret, mask work or other intellectual property right or any
proprietary, contract or other right of any third party, or in S1’s judgement any
S1 Deliverable is likely to become the subject of a successful claim of such
infringement, S1 shall, at S1’s option and expense, within a reasonable time
period:




	 	i.	 	Procure for STATE FARM the right to
use the S1 Deliverable as provided in this Agreement; or
	 
	 	ii.	 	Replace or modify the Deliverable so
it becomes non-infringing without materially affecting the
performance thereof; or
	 
	 	iii.	 	If option (i.) and (ii.) are not
available despite S1’s commercially reasonable efforts, it
shall terminate the licenses granted hereunder, accept return
of all copies of S1 Deliverables in STATE FARM’S possession,
and refund to STATE FARM an amount equal to the depreciated fee
paid by STATE FARM for such S1 Deliverables (calculated on a
straight line basis over a ten (10) year life).





     c. STATE FARM shall indemnify and hold harmless S1 against any and all third
party claims, expenses, judgments, liabilities, damages or losses, including
reasonable attorneys’ fees and expenses, and shall defend all third party actions
and proceedings at STATE FARM’S sole expense arising from any infringement or
alleged infringement by STATE FARM’s technology or modifications or derivative
works created by STATE FARM (collectively, “State Farm Works”) of any United
States or Canadian patent, copyright, trade secret, mask work or other
intellectual property right or any proprietary right of any third party to the
extent such infringement or alleged infringement is caused solely by the State
Farm Works, or S1’s permitted use of the State Farm Works.



     9. ACCEPTANCE.



     a. S1 shall furnish to STATE FARM Deliverables that fully conform to the
Work Order in all material respects. Whenever S1 provides to STATE FARM a
Deliverable required under an applicable Work Order, S1 shall notify STATE FARM
in writing of the delivery and request acceptance of it. STATE FARM shall have
the right to evaluate and test each Deliverable in accordance with the Acceptance
Criteria specified in the Work Order. Within ten (10) business days of delivery
(or such greater or shorter period as may be specified in a Work Order as to a
specific Deliverable) (the “Acceptance Period”), STATE FARM shall provide to S1
notification of its acceptance or rejection of the Deliverable in accordance with
the Work Order. If STATE FARM does not accept or reject the Deliverable within
the specified time period, such Deliverable shall be deemed accepted.



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     b. If STATE FARM rejects the Deliverable within the specified period, STATE
FARM shall provide S1 with notice of the rejection and the specific reasons
justifying the rejection (the “Rejection Notice”). Within thirty (30) days of
receipt of STATE FARM’S Rejection Notice, S1 shall: (i) correct the problems
preventing acceptance, as specified in the Rejection Notice so that the
Deliverable complies with the Work Order, at no additional charge to STATE FARM,
or (ii) with the consent of STATE FARM, reach an agreement with STATE FARM on a
plan to correct such problems within a period of time that is reasonable under
the circumstances (which plan the parties agree to negotiate in good faith) and
diligently proceed according to such plan until the problems have been
corrected. STATE FARM shall, to the extent practical given the quality of the
particular Deliverable, identify all problems at one time so as to avoid
excessive, successive rejections.



     10. USE OF THE PARTIES’ NAMES. Neither party shall disclose or
otherwise identify the other party orally or in any of its advertising,
publications, or other media to be displayed or disseminated to its customers or
other parties.



     11. INDEPENDENT CONTRACTOR. The parties expressly agree that S1
shall be an independent contractor for all purposes in the performance of this
Agreement and that none of its employees or agents shall be considered an
employee of STATE FARM for any purpose. S1 shall be responsible for compliance
with all tax, workers’ compensation, and other applicable laws or regulations. S1
accepts exclusive liability for all contributions and payroll taxes payable under
federal and state social security or old age benefit and unemployment insurance
or workers’ compensation acts as to persons employed in the performance of this
Agreement. Nothing in this Agreement shall be construed so as to constitute
either party as a partner, employee, joint venturer, or agent of the other party.



     12. INSURANCE. During the term of this Agreement, S1 shall
maintain in effect the following minimum levels of insurance coverage:




			
	(A).	 	Commercial General Liability with limits not less than one million dollars
($1,000,000) per occurrence and one million dollars ($1,000,000) aggregate;






			
	(B).	 	Commercial Automobile Liability with limits not less than one
million dollars ($1,000,000) per Accident;






			
	(C).	 	Umbrella Excess Liability with limits not less than five
million dollars ($5,000,000) per occurrence and five million dollars
($5,000,000) Aggregate;






			
	(D).	 	Workers’ Compensation coverage as required by statute and
Employers’ Liability with limits not less than: i) five hundred thousand
dollars ($500,000) each accident, ii) five hundred thousand ($500,000)
disease in the aggregate, and iii) five hundred thousand dollars ($500,000)
disease per employee;






			
	(E).	 	Professional Errors and Omissions Liability with limits not
less than one million dollars ($1,000,000) per error and one million
dollars ($1,000,000) in the aggregate.





     13. APPLICABILITY TO SUBCONTRACTORS. S1 shall ensure that its
subcontractors also adhere to the applicable provisions of this Agreement.



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     14. USE OF EQUIPMENT. In the event STATE FARM, in its sole
discretion, decides to loan equipment to S1 to facilitate S1’s performance of
the Agreement, S1 shall be responsible for any loss or damage to such equipment.



     15. HOLD HARMLESS. Each party (“Indemnitor”) expressly agrees,
anything herein to the contrary notwithstanding, that it shall indemnify and
hold the other party (“Indemnitee”) fully harmless against any and all damages
to personal property, real property or for personal injury or death, sustained
or incurred by a third party, including costs and reasonable attorneys’ fees, as
a result of the negligent acts or omissions of Indemnitor, its employees or
agents.



     16. LIMITATION OF LIABILITY. EXCEPT FOR THE PROVISIONS OF SECTIONS
9 AND 17 OF THIS AGREEMENT, UNDER NO CIRCUMSTANCES WHATSOEVER SHALL EITHER
PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL,
CONSEQUENTIAL, INDIRECT, OR INCIDENTAL DAMAGES OF ANY KIND
WHATSOEVER. EXCEPT FOR THE PROVISIONS OF SECTIONS 9 AND 17 OF THIS AGREEMENT, IN
NO EVENT WHATSOEVER SHALL EITHER PARTY’S LIABILITY TO THE OTHER PARTY FOR ANY
REASON WHATSOEVER EXCEED IN THE AGGREGATE THE MUTUALLY AGREED TO COMPENSATION
STIPULATED IN THE WORK ORDER UNDER WHICH THE LIABILITY ALLEGEDLY OCCURRED.



     17. NO WAIVER. It is expressly understood that if either party on
any occasion fails to adhere to any term of this Agreement, and the other party
does not enforce that term, the failure to enforce on that occasion shall not
prevent enforcement on any other occasion.



     18. TERMINATION. Either party may, at its election and upon ninety
(90) days prior written notice, terminate this Agreement or a Work Order or
specific Consulting Services described in a Work Order. However, such
termination shall not affect any right or claim of either party incurred or
accruing prior to the date of termination, including without limitation, any
right or claim of S1 payable for consulting services rendered or reimbursable
expenses incurred prior to such termination date.



     19. ASSIGNMENT. Anything in the Agreement to the contrary
notwithstanding, neither party may assign its duties under the Agreement to any
other entity, including an entity which affiliates or merges with or acquires
such party, except when such assignment of this Agreement is approved in advance
by the other party in writing, which approval such other party may not
unreasonably withhold.



     20. TIME IS OF THE ESSENCE. S1 acknowledges that time is of the
essence to STATE FARM. STATE FARM acknowledges that time is of the essence to
S1. It is the further expectation of the parties that the Deliverables to be
provided under this Agreement shall be completed on the date specified in the
relevant Work Order(s).



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     21. FORCE MAJEURE. Neither party shall be liable for any delays
in performance hereunder due to circumstances beyond its control including,
but not limited to, acts of nature, acts of governments, delays in
transportation, and delays in delivery or inability of suppliers to deliver.
STATE FARM shall have the option to terminate any and all obligations under
this Agreement as amended by so notifying S1 in writing if the delay in
performance exceeds sixty (60) days from the originally agreed upon
performance date. Notwithstanding the foregoing, such Force Majeure shall
not excuse STATE FARM from making payments for the Deliverables that have
been accepted by STATE FARM.



     22. NOTICES. All notices, demands, requests, or other communications
which may be or are required to be given, served, or sent by any party to any
other party pursuant to this Agreement shall be in writing and shall be hand
delivered (including delivery by courier and overnight delivery service), or
mailed by first class, registered or certified mail, return receipt
requested, postage prepaid, addressed as follows:



	 	 	 
	If to S1:	 	If to STATE FARM:
	 
	Security First Technologies, Inc.

	 	State Farm Mutual Automobile Insurance Company
	3390 Peachtree Road, N.E., Suite 1700

	 	Three State Farm Plaza South, H-3
	Atlanta, GA 30326

	 	Bloomington, IL 61791-0001
	Attn: Legal Department

	 	Attn: Director of Technical Procurement Services
	Telephone: 404-812-6200

	 	Telephone: 309-766-3963
	Telecopy: 404-812-6237

	 	Telecopy: 309-763-4720
	 
	 	 
	with a copy to:

	 	with a copy to:
	 
	 	 
	Security First Technologies, Inc.

	 	State Farm Mutual Automobile Insurance Company
	3390 Peachtree Road, N.E., Suite 1700

	 	One State Farm Plaza, E-7
	Atlanta, GA 30326

	 	Bloomington, IL 61710-0001
	Attn: Exec VP of Customer Operations

	 	Attn: Scott Shaffer
	Telephone: 404-812-6200

	 	Telephone: 309-766-0797
	Telecopy: 404-812-6717

	 	Telecopy: 309-766-1919





Each party may designate by notice in writing a new address to which any
notice, demand, request, or communication may thereafter be so given,
served or sent. Each notice, demand, request, or communication which shall
be mailed, delivered, or transmitted in any manner described above shall
be deemed sufficiently given, served, sent or received for all purposes at
such time as it is delivered to the addressee (with the return receipt, or
the affidavit of messenger being deemed conclusive, but not exclusive,
evidence of such delivery) or at such time as delivery is refused by the
addressee upon presentation.




     23. SEVERABILITY. Terms and conditions of this Agreement
shall be severable, and if for any reason any term or condition is
determined to be invalid, illegal or unenforceable, the same shall not
impair the operation of, or otherwise affect, the valid terms and
conditions of this Agreement, so long as the intent of this Agreement is
maintained.



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     24. TAXES. STATE FARM shall pay any legally imposed sales/use taxes. Under no
circumstances shall STATE FARM be liable for any penalties, fines, or other such charges incurred
due to the failure of S1 to pay when due any taxes owed by STATE FARM under the Agreement. STATE
FARM shall not be required to pay or reimburse S1 for taxes based upon the net income or
franchise of S1, nor for taxes imposed upon S1 solely by reason of S1 doing business in or being
incorporated in the jurisdiction imposing such taxes.



     If STATE FARM contests or attempts to avoid or reduce any such taxes, penalties, fines or
other charges, S1 shall cooperate with STATE FARM in good faith and shall, at STATE FARM’S
request, file any related document. S1 shall pass to STATE FARM any tax refund and related
interest it receives based on STATE FARM’S previous payment or reimbursement of applicable taxes
and related interest.



     25. SURVIVAL OF CERTAIN PROVISIONS. Those provisions which by their terms are
intended to survive the termination of this Agreement, including, but not limited to, Sections 5,
6, 7, 8, 9,10,14,16 and 17 hereof, shall survive the termination of this Agreement for any reason.


This Agreement (and any attachments, addenda, and supplements thereto) shall be the complete and
exclusive statement of the agreement between the parties as to the subject matter of this
Agreement, and shall be binding upon each of the parties hereto, their respective successors, and
to the extent permitted their assigns. This Agreement cannot be amended or otherwise modified,
except as agreed to in writing by each of the parties hereto. This Agreement shall become
effective on the date the second of the two parties to sign executes this Agreement below.




	 	 	 	 	 	 	 
	SECURITY FIRST TECHNOLOGIES, INC.

	 	 	 	STATE FARM MUTUAL AUTOMOBILE	 	 
	3390 Peachtree Road

	 	 	 	INSURANCE COMPANY	 	 
	Suite 1700

	 	 	 	One State Farm Plaza	 	 
	Atlanta, GA 30326-1108

	 	 	 	Bloomington, IL 61710	 	 
	 
	 	 	 	 	 	 
	/s/ Charles W. Ogilvie
 

Signature

	 	 	 	/s/ Ron Hartema
 

Signature
	 	 
	 
	 	 	 	 	 	 
	Charles W. Ogilvie
 

Printed or Typed Name

	 	 	 	Ron Hartema
 

Printed or Typed Name
	 	 
	 
	 	 	 	 	 	 
	General Manager
 

Title

	 	 	 	VP
 

Title
	 	 
	 
	 	 	 	 	 	 
	3/27/00
 

Date

	 	 	 	3/31/2000
 

Date
	 	 






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EXHIBIT A

WORK ORDER #                    




     This Work Order defines certain Software, Enhancements, and/or Consulting
Services to be presented in accordance with the terms and conditions of that Master
Software Development and Consulting Services Agreement, Agreement #                     (the “Agreement”) between State Farm
Mutual Automobile Insurance Company, its subsidiaries and affiliates (“STATE
FARM”) and                                         (“CONSULTANT”). In the event of a conflict between any of the terms and
conditions of the Work Order and the Agreement, the Agreement will prevail.




	I.	 	Topic and Objectives of Software, Enhancements and/or Services:
	 
	II.	 	Description of each Deliverable in sequential production order:
	 
	III.	 	Acceptance Criteria:
	 
	IV.	 	Fee Schedule:




Upon acceptance as per paragraph 10 in the Agreement, by STATE FARM Management,
STATE FARM will pay to CONSULTANT the following fee for the accepted Deliverable:




	 	 	 
	1st
 Deliverable (                                         Description
                                        )

	 	$                    
	2nd
Deliverable
(                                        
Description
                                         )

	 	$                    
	3rd
 Deliverable
(                                        
 Description
                                         )

	 	$                    
	X
   Deliverable (             
                          
Description                                         )

	 	$                    







	V.	 	Maximum Fee:





The maximum fee for this Work Order is not to exceed $                    .





	VI.	 	Completion Date:





The anticipated completion date for the work described in this Work Order is ____/_____/______.





	VII.	 	Acknowledgements:





Both parties acknowledge and agree to the following stipulations under this Work
Order.





This Work Order shall be effective on the date the second of the two parties hereto
signs below.




	 	 	 	 	 	 	 
	CONSULTANT

	 	 	 	STATE FARM MUTUAL AUTOMOBILE	 	 
	 

	 	 	 	INSURANCE COMPANY	 	 
	 

	 	 	 	One State Farm Plaza	 	 
	 

	 	 	 	Bloomington, IL 61710	 	 
	 
	 	 	 	 	 	 
	 

Signature

	 	 	 	 

Signature
	 	 
	 
	 	 	 	 	 	 
	 

Printed or Typed Name

	 	 	 	 

Printed or Typed Name
	 	 
	 
	 	 	 	 	 	 
	 

Title

	 	 	 	 

Title
	 	 
	 
	 	 	 	 	 	 
	 

Date

	 	 	 	 

Date
	 	 







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