ex10-4.htm


EXHIBIT 10.4







STATEMENT OF WORK - INFRASTRUCTURE AND SUPPORT SERVICES







1.           Purpose


 


This Statement of Work dated as of August 1, 2011 is entered into between Helios and Matheson Information Technology Inc. (hereinafter "HMNY"), having offices at Empire State Building, 350 5th Avenue, Suite # 7520, New York NY 10118, Helios Matheson Global Services Pvt Ltd (HMGS), HMNY’s wholly owned Indian subsidiary and IonIdea, Inc. (herein after "IonIdea"), having its offices located at 3933 Old Lee Highway, Suite 33B, Fairfax, VA 22030. The purpose of this Statement of Work is to set forth the Services to be provided by IonIdea.


 


2.           Term


 


The Services shall commence on the Aug 1, 2012 and shall continue until July 31, 2013 ("End Date"). HMNY and Ionidea may agree to extend this SOW as mutually acceptable.


 


3.           Description Of Services – Deliverable


 


IonIdea shall provide Infrastructure and IT support services to HMNY. A few of the specified services may vary and evolve during the term of this Agreement. IonIdea shall be responsible for the primary services described as follows.




 


4. Ion Idea’s Responsibilities




 



	
  

	
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Provide working environment in Bangalore, India, for the HMNY employees / team members.








 



	
  

	
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	Ion Idea’s team will interact closely with HMNY staff to ensure these services are provided.





 





	
  

	
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IonIdea will provide desktops for each of the HMNY team members. Additional hardware, as listed in Appendix 1 is the current list of includes servers and laptops provided to HMNY by IonIdea (see attached Appendix1). Further hardware needs, apart from desktops are to be discussed and provided on mutual agreement on fully reimbursable basis.







 


5. HMNY Responsibilities


 



	
  

	
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Keep IonIdea informed of any changes that will impact usage of IonIdea infrastructure & services







 



	
  

	
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Keep IonIdea informed in advance of any additional manpower recruited by HMNY.







 



	
  

	
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Any special servers required by specific projects will be the responsibility of HMNY







 



	
  

	
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HMNY shall promptly comply with all the laws, rules and regulations of the government and local authorities as may be required.







 



	
  

	
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HMNY shall keep the facility in clean and good condition and maintain the electrical, sanitary, wooden and other fixtures, fitting and installations in the facility occupied by him without causing any damage.







 



	
  

	
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HMNY shall use the premises for Office purposes only







 




  





  











  






 


6. HMNY and IonIdea Responsibilities


 



	
  

	
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All persons on HMNY projects and IonIdea shall respect Confidentiality and Non-Compete Agreements executed by either party with their clients.







 



	
  

	
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All persons on HMNY projects shall not solicit other employees of IonIdea under any circumstances.







 



	
  

	
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HMNY shall not, without prior permission from IonIdea, bring any visitors to the IonIdea facility.







 


7. Solicitation of Employees


IonIdea and HMNY agree that they shall not solicit employees of the other and shall ensure that all persons contracted to perform services under this Agreement will not be hired by the other without written release by current employer, for a period of 12 months from date of termination of employment with the current employer.







8. Place of Performance of Services


 


The Services shall be performed at the IonIdea premises located at 38-40, Export Promotion Industrial Park, Whitefield, Bangalore 560 066, India. Any change in the place of performance shall be subject to agreement by both parties.




 


9.     Parties' Relationship Managers


IonIdea and HMNY primary contacts for all activities under this Statement of Work shall be those identified in the table below or such other contact notified by a party to the other in writing. The Relationship Managers listed below will ensure success of the relationship.








	  	
IONIDEA

	
HMNY


	
Relationship Manager

	
Brindala Ananthram

	
Divya Ramachandran


	
Secondary contact

	
Sudha Sathish

	
Umesh Ahuja







 


10. Fees, Invoicing, And Expenses


 


HMNY shall pay a flat rate fee per person for all team members who are on HMNY’s payroll.




 



	
Service Level

	
Fee per month per resource

	
Services Provided


	
Bronze

	
$550

	
Bronze Level Service:  Cubicles, Desktop PC with basic OS and MS office suite, server/network and desktop support, telecom services + Cafeteria







 


In addition to the above fee of $550 per team member, HMNY will also reimburse IonIdea the transportation expense on actual basis for each employee availing the transportation facility, This transportation provided will be for one specific shift as specified by HMNY (currently 11 am to 8 pm). All other transportation will be considered as ad-hoc transportation.


 


Also the ad-hoc transportation needed for one off cases where team members require transportation after regular office hours can also be provided on actual costs


 


HMNY will reimburse IonIdea any other expense incurred on actual basis.


 




  





  











  






 


11. Invoicing Procedure


Invoices addressed to HMNY will be sent electronically to the designated HMNY Primary Contact Person, as stated above. Payment terms are net 45 and late payments will be liable for interest @ 1% per month from date of invoice.




 


Invoices will be raised on HMNY and payment is guaranteed by HMNY.




 


12. Termination of services







12.1  Termination for Convenience:  Except as provided in a Statement of Work, Customer shall have the right to elect to terminate a Statement of Work, at any time, by providing Supplier with ninety (90) days prior written notice of said election.







12.2  Termination by Either Party for Material Breach and Bankruptcy: Either party may terminate this Agreement (or any part thereof) or any Statement of Work upon written notice (a) if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days following receipt of written notice specifying the breach in detail or (b) if either Party files a petition for relief under any bankruptcy legislation, if any involuntary petition thereunder should be filed against either Party and the same not be dismissed within thirty (30) days, if either Party is adjudicated a bankrupt or if either Party makes an assignment for the benefit of creditors.







12.3 Hardware / Software :The generic hardware (Desktop) as specified earlier will be provided by IonIdea. Any other specific hardware or software required for HMNY projects will not be provided by IonIdea.




 


IN WITNESS WHEREOF, this Statement of Work has been executed as of the date first above written by the undersigned authorized representatives of HMNY and IonIdea.







 



	
Sudha Sathish


IonIdea Inc


 


 

	
Umesh


HMNY

















Asset List













	
LAPTOP DETAILS OF TACT


	
SL. No.

	
Name

	
Type

	
Location


	
1  

	
I2LT106

	
Laptop

	
AP02C001


	
2  

	
I3LT009

	
Laptop

	
AP02C027


	
3  

	
I3LT011

	
Laptop

	
AP02C016


	
4  

	
I3LT012

	
Laptop

	
AP02C019





 


	
DESKTOP DETAILS OF TACT


	
SL. NO

	
Name

	
Type

	
Location


	
1  

	
I1DT054

	
Desktop

	
AP02C011


	
2  

	
I1DT052

	
Desktop

	
AP02C006





 


	
SERVER DETAILS OF TACT


	
SL. NO

	
Name

	
Type

	
Location


	
1  

	
Firewall

	
Server

	
2nd Floor Server Room


	
2  

	
Firewall

	
Server

	
2nd Floor Server Room