SERVICES AGREEMENT

 

completed and accepted by OneBeacon through the date of termination.

 

9.        Insurance Requirements. Small Army agrees to maintain insurance throughout any term of this Agreement at its sole cost in a form satisfactory to OneBeacon.

 

10.      Limitation of Liability. NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.

 

11.      Assignment. OneBeacon may assign this Agreement to a successor in interest, provided that such successor agrees to fulfill the obligations under this Agreement. In no event shall Small Army subcontract, delegate or assign its rights and responsibilities under this Agreement without OneBeacon’s prior written consent

 

12.      Notices .  Notices shall be sent via recognized overnight carrier or certified mail, return receipt requested, postage prepaid, addressed to Small Army at the above address or to OneBeacon Insurance Company, One Beacon Street, Boston, MA, 02108, Attn: Corporate Legal Department

 

13.      Governing Law. This Agreement shall be governed by the laws of the Commonwealth of  Massachusetts

 

14.      Independent Contractor. The parties are independent contractors, and nothing in this Agreement shall be deemed to cause this Agreement to create an agency, partnership, or joint venture between the parties. Small Army shall pay all withholding of taxes and shall not be entitled to salary or benefits under this Agreement.

 

15.      Publicity .  Small Army agrees not to use any advertising or publicity matter without the prior written consent of OneBeacon, which consent shall not be unreasonably withheld.

 

16.      General provisions . This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements. The invalidity of any provision shall not affect the validity of any other provision. No amendment to this Agreement shall be binding unless in writing and executed by authorized representatives of both parties. A waiver by either party of a breach of any of the terms or provisions of this Agreement shall not be construed as a waiver of any subsequent breach. The provisions of Sections 3 (Confidentiality), 4 (Intellectual Property Rights) and 7 (Indemnification) shall survive termination of this Agreement. Small Army may, in accordance with applicable law, be subject to a background check.

 

 

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives, on the date and year first above-written.

 

ONEBEACON INSURANCE GROUP			SMALL ARMY
By:	/s/ Carmen L. Duarte		/s/ Jeff Freedman
	(Authorized Signature)		(Authorized Signature)
	Carmen L. Duarte		Jeff Freedman, Marketing Principal
	(Printed Name)              (Title)		(Printed Name)              (Title)
Date:	3.29.07		Date:	3/29/07

 

 

ONEBEACON

PROJECT FEE MEMO

January 29, 2008

 

This Services Agreement dated March 29, 2007 between Small Army, 20 Newbury Street, Boston, MA 02116 and OneBeacon Insurance Group LLC, One Beacon Lane, Canton, MA, 02021, is amended as follows:

 

Project:                        Reciprocal Site - NJSI Insurance Councilors

 

Overview:

 

NJSI is in need of creating a website version for their silent underwriters, the Insurance Councilors. The design, imagery, and all functionality (both front and backend) would be Identical to the main NJSI that is in development by Small Army, however there would be new copy, logo (provided by NJSI), and less overall site pages (approximately 20 pages).

 

Small Army will work with OneBeacon and NJSI to finalize the site map, provide copy review and minor revisions, and complete development of the website. Small Army will provide a staging/development site for review and upon approval, Small Army will implement to the live site.

 

Fees:
Total Fees	$6,900
Timing:	3 months (February - April 2008)

 

Fees outlined in this memo are based on strategies, processes and schedules that are agreed to by both Small Army and OneBeacon, including estimated timing provided in this document. Fee is based on project completion no later than April 30, 2008. If the project extends beyond this date, additional fees will be applied.

 

Small Army’s fees do not include out-of-pocket expenses (i.e., Flash development, video conversions, printing, production, photography, illustration, copies, phone and fax) or studio costs (production management, photo re-touching and color balancing) associated with this scope of work.

 

All other terms and conditions remain the same.

 

PROJECT APPROVAL

 

Client Approval:

/s/ Carmen L. Duarte

Date:

2.20.08

 

 

SCHEDULE A-1

 

PORTAL REDESIGN

 

ONEBEACON INSURANCE GROUP PROJECT  FEE MEMO

September 7, 2007 – Rev 4

Project:        Planning, Design and Style Implementation for Employee Portal

 

This Schedule A-1 is hereby incorporated into the Services Agreement dated March 29, 2007 (the “Agreement”), between OneBeacon Insurance Group and Small Army. If there is any conflict between this Schedule and the Agreement, the terms and conditions of this Schedule will govern.

 

1.          Online employee survey for portal enhancements

Small Army will review and provide feedback on a draft survey developed by OneBeacon. However, OneBeacon will be responsible for all survey implementation.

 

2.          Interviews with employees and key constituents

Similar to the survey, Small Army will review and provide feedback on draft discussion guides for internal interviews (one for employees and one for key constituents). However, all interviews will be conducted by OneBeacon. Small Army will not participate in the interviews.

 

Upon completion of the above research, OneBeacon will present Small Army with a summary of findings to help guide the site planning materials below. This summary will also include key web/traffic metrics from the existing portal.

 

3.          Information architecture development

Based on the findings presented by OneBeacon along with our knowledge of best practices, Small Army will establish an information architecture for review, feedback and approval. Given the scope and complexity of this project, we anticipate up to 3 rounds of review and approval for this piece, as part of this exercise, Small Army will provide recommendations for key functionality to be included with the employee portal.

 

4.          Wire-frame development

Based on an approved site map, Small Army will develop a series of key wire-frames to demonstrate content hierarchy for the employee portal. Again, we anticipate up to 3 rounds of revisions on these wire-frames.

 

 

5.          Graphic Design

Based on approved wire-frames, Small Army will develop multiple graphic design options for your review, feedback and approval. Given the due diligence conducting prior to getting to this point, we anticipate up to 2 rounds of revisions to designs prior to final approval. Upon final approval, Small Army will hand off PSD files to OneBeacon for implementation.

 

6,          Ongoing planning and project management

Throughout the duration of the project, Small Army will be an active member of the Employee Portal team, participating in weekly status calls and other general meetings to discuss best practices and provide guidance on employee portal-related items.

 

Project Fee:	Small Army’s fee for Items 1-5 will be $45,000 (billed in 6 equal monthly installments, beginning November 1). This fee assumes maximum project duration of 8 months. Small Army will charge a monthly planning, consultation and project management fee (number 6 above) of $2,000 per month through the duration of the project.
Timing	Estimated timing of November 2007 through April 2008

 

Fees outlined in this memo are based on tasks, strategies, processes and schedules that are agreed to by both Small Army and OneBeacon, Including estimated timing provided in this document.

 

Small Army’s fees do not include out-of-pocket expenses (i.e., printing, production, photography, illustration, copies, phone and fax) or studio casts (production management, photo re-touching and color balancing) associated with this scope of work. Fees outside the scope of this Schedule A-1 must be agreed to in writing by both parties.

 

PROJECT APPROVAL

 

 

Agreed by:	/s/ Carmen L. Duarte		Date:	9.10.07
	Carmen Duarte, VP Corporate Communications
	OneBeacon Insurance Group
Agreed by:	/s/ Jeff Freedman		Date:	9.13.07
	Jeff Freedman, Marketing Principal, Small Army

 

 

ONEBEACON

PROJECT FEE MEMO

January 29, 2008

 

The Services Agreement dated March 29 , 2007 between Small Army, 20 Newbury Street, Boston, MA, 02116, and OneBeacon Insurance Group LLC, One Beacon Lane, Canton, MA, 02021, is amended as follows:

 

Project:              Reciprocal Site - NJSI Insurance Councilors

 

Overview:

 

NJSI is in need of creating a website version for their silent underwriters, the Insurance Councilors. The design, imagery, and all functionality (both front and backend) would be identical to the main NJSI that is in development by Small Army, however there would be new copy, logo (provided by NJSI), and less overall site pages (approximately 20 pages).

 

Small Army will work with OneBeacon and NJSI to finalize the site map, provide copy review and minor revisions, and complete development of the website. Small Army will provide a staging/development site for review and upon approval, Small Army will implement to the live site.

 

Fees:
Total Fee:	$6,900
Timing:	3 months (February - April 2008)

 

Fees outlined in this memo are based on strategies, processes and schedules that are agreed to by both Small Army and OneBeacon, including estimated timing provided in this document. Fee is based on project completion no later than April 30, 2008. If the project extends beyond this date, additional fees will be applied.

 

Small Army’s fees do not include out-of-pocket expenses (i.e., Flash development, video conversions, printing, production, photography, illustration, copies, phone and fax) or studio costs (production management, photo re-touching and color balancing) associated with this scope of work.

 

 

All other terms and conditions remain the same.

 

PROJECT APPROVAL

 

Client Approval:

/s/ Carmen L. Duarte

Date:

 

 

ONEBEACON

PROJECT FEE MEMO

March 14, 2008 rev 2

 

The Services Agreement dated March 29, 2007 between Small Army, 20 Newbury Street, Boston, MA, 02116, and OneBeacon Insurance Group LLC, One Beacon Lane, Canton, MA, 02021, is amended as follows:

 

Project:	Reciprocal Sites and OneBeacon Member Benefits Modifications
Overview:	The member registration process has been rolled out to Houston General and Adirondack websites, but needs to be updated. In addition, the updated registration will need to be added/deployed to OneBeacon, NJSI, and NJSI Insurance Councilors websites.

 

Project assessment and fees are based upon the IT specification document provided by OneBeacon IT and the following assumptions for content and functionality:

 

1.	The user registration process shall use a database to store user information
2.	Addition of wizard for user registration
3.	Home page updates/Logged in home page content updates
4.	Once a user is logged in, they must be able to click an ‘Online Payment’ button which will send information about their account and registered policies to an OneBeacon web service. The e-commerce aspect will then be handled on OneBeacon’s server, using the data that was sent through a web service.
5.	Add ‘Your Policies” section to logged in member benefits landing page
6.	Create edit profile form
7.	Create policy maintenance form. A member who registers on the OneBeacon site will not need to register policy numbers from NJSI or AIE, or vice versa. They will need to be able to register their other Auto and Home insurance policies that are with that same company.
8.	The system shall use an updated policy validation algorithm provided by OneBeacon.
9.	The existing user records stored as files shall be migrated into the user database.
10.	The system shall display a link to carcare.org to member benefits section only to logged in users.
11.	Add link to admin page for viewing registered members
12.	Addition of HTML links to Find an Agent and Find a Care Shop applications

 

 

Timing:

 

Deployment in Phases			Live Date
1	NJSI		by April 18, 2008
2	NJSI Insurance Councilors		by April 18, 2008
3	Adirondack		Early May
4	OneBeacon		End of May

 

	Fees:
	Total Fee:		$11,500
	Timing:		4 months (February-May 2008)

 

Fees outlined in this memo are based on strategies, processes and schedules that are agreed to by Small Army and OneBeacon, including estimated timing provided in this document. Fee is based on project completion no later than May 15, 2008 for NJSI and NJSI Insurance Councilors and June 30, 2008 for Adirondack and OneBeacon. If the project extends beyond this date and/or the scope evolves beyond this fee memo, additional fees will be applied. If timing is delayed due to Small Army, no additional fees will be applied.

 

Small Army’s fees do not include out-of-pocket expenses (i.e., Flash development, video conversions, printing, production, photography, illustration, copies, phone and fax) or studio costs (production management, photo re-touching and color balancing) associated with this scope of work.

 

All other terms and conditions remain the same.

 

PROJECT APPROVAL

 

Client Approval:

/s/ Carmen L. Duarte

Date:

3.17.08

 

 

OneBeacon

PROJECT FEE MEMO

March 26, 2008 rev 1

 

The Services Agreement dated March 29, 2007 between Small Army, 20 Newbury Street, Boston, MA, 02116, and OneBeacon Insurance Group LLC, One Beacon Lane, Canton, MA, 02021, is amended as follows:

 

Project:                     Quarterly Analytics Report

 

Overview;

 

In order to help OneBeacon better understand its website and most effectively leverage the site to enhance its relationship with existing and prospective customers, agents, and employees, Small Army will provide a quarterly metrics report that contains:

 

1. Website traffic information including:

 

a.     Overall traffic analysis

b.     Search engine traffic and keyword analysis

c.     Listing of key referral sites

d.     Website navigation summary

e.     Analysis of new data trends

f.      Measurement of offline and online marketing campaigns

 

2. Actionable recommendations encompassing the following areas as appropriate:

 

a.     SEO keyword suggestions

b.     Suggested referral site opportunities

c.     Website enhancements based on user observations

 

Please note that implementation of recommendations is not included as part of the report fee. Fees for implementation will be scoped separately.

 

Fees and Timing

 

Fee :	$5,500 per quarter for Quarterly Report
	$3,500 for March Report
Timing:	March Report will be provided in April 2008
	Q2 Report (April - June) deliver in July 2008
	Q3 Report (July - Sept) deliver in Oct 2008
	Q4 Report (Oct - Dec) deliver in Jan 2009

 

 

The fees outlined in this proposal are based on resources associated with the anticipated deliverables. Deliverables requested above and beyond the outlined scope of work will be subject to additional fees, discussed with you prior to commencement and approved in writing by OneBeacon. Please note that the fees outlined in this proposal do not include implementation of recommendations, separate fees will be determined at that time.

 

Fees outlined in this memo are based on strategies, processes and schedules that are agreed to by both Small Army and OneBeacon, including estimated timing provided in this document.

 

Small Army’s fees do not include out-of-pocket expenses (i.e., printing, production, photography, illustration, copies, phone and fax) or studio costs (production management, photo re-touching and color balancing) associated with this scope of work.

 

All other terms and conditions of the Services Agreement remain the same.

 

PROJECT APPROVAL

 

Client Approval:

/s/ Carmen L. Duarte

Date:

3.28.08

 

 

ONEBEACON and A.W.G Dewar

PROJECT FEE MEMO

Monday, April 07, 2008

 

This Statement of Work is a part of and is hereby incorporated into the Services Agreement dated April 7, 2008 between Small Army, 20 Newbury Street, Boston, MA, 02118, and OneBeacon Insurance Group LLC, One Beacon Lane, Canton, MA, 02021.

 

Project:                 A.W.G. Dewar Website Maintenance

 

Overview:

 

With the successful migration of both the collegerefund.com and tuitionrefundplan.com websites, Small Army can also offer monthly website maintenance. Maintenance would include updates to existing copy/content, removal or updates to external links, form updates or modifications, review of current dropdown menus and functionality and any other general maintenance items. Dewar would also like certain sections of the site to be “open” for them to update on their own based on the existing framework.

 

Maintenance would include up to 40 hours for the first 3 months (April - June 2008).

 

Total Fee:	$5,400/month, April - June 2008
Timing:	3 months beginning April 2008

 

Monthly maintenance would be for the duration of April 2008 - June 2008. Any projects above and beyond the planned 40 hour maximum per month will be billed at an hourly rate of $160.

 

Fees outlined in this memo are based on strategies, processes and schedules that are agreed to by both Small Army and OneBeacon and A.W.G Dewar, including estimated timing provided in this document.

 

Small Army’s fees do no