EXHIBIT A FORM OF WORK ORDER

EX-10.2 3 v418850_ex10-2.htm EXHIBIT 10.2

 

Exhibit 10.2

 

CUSTOMER AND SERVICE PROVIDER CONFIDENTIAL

 

EXHIBIT A

 

FORM OF WORK ORDER

 

This Work Order (the “Work Order”) is made effective as of August 20, 2015 (“Work Order Effective Date”), by and between Walker Digital, LLC, a Delaware limited liability company having its principal office located at 2 High Ridge Park, Stamford, CT 06905 (“Customer”) and Walker Innovation Inc., a Delaware corporation having its principal office located at 2 High Ridge Park, Stamford, CT 06905 (“Service Provider”), and is incorporated by reference into and made a part of that certain Engagement Agreement, dated August 20, 2015 (the “Agreement”), by and between Customer and Service Provider.

 

1.Definitions

 

Any capitalized terms that are not defined in this Work Order shall have the meanings set forth in the Agreement. In addition, the following terms shall have the following meanings for the purpose of this Work Order:

 

1.1“Work Order Services” has the meaning given in Section 4 below.

 

 

2.Management Summary

 

2.1Financial Summary

 

Below is a summary of the charges for this Work Order. For a more detailed breakdown of the charges please refer to Section 5 of this Work Order:

 

First payment - $1,000,000 Payment date – August 21, 2015
Second payment - $500,000 Payment date – December 21, 2015
Third payment - $500,000 Payment date – March 21, 2016
Fourth payment - $750,000 Payment date – June 21, 2016
Fifth payment - $250,000 Payment date – September 21, 2016

 

3.Term and Termination

 

The term of this Work Order shall commence on the Work Order Effective Date and shall continue until December 31, 2016, unless terminated earlier or extended in accordance with this Work Order or the Agreement.

 

4.Services-SUBCONTRACTOR SERVICES AGREEMENT

 

Service Provider shall provide the following services under this Work Order (“Work Order Services”): Customer has a contract with a third party located outside Connecticut to provide certain services as are discussed more fully herein and wishes to subcontract such services to Service Provider. Service Provider’s services are integral, inseparable components of the services to be provided by Customer and such services are essential to complete the performance of Customer’s service and without which such service could not be rendered. Accordingly, Customer will fully resell Service Provider’s services to such customer. The services to be provided hereunder include: Business prototype development services in connection with the Prototype Development Plan dated July 6, 2015, including Supplement A thereto dated July 15, 2015 previously provided to Service Provider.

 

4.1Milestone/Deliverables

 

The Work Order Services shall be provided by Service Provider to Customer in accordance with the following timetable:

 

Exhibit 18 (Form of Work Order)
Execution Version

 

  

CUSTOMER AND SERVICE PROVIDER CONFIDENTIAL

 

 

Month Check Point Benchmarks (see below) Payment
0 21-Aug-15 Signing of contractual agreements $1,000,000
4 21-Dec-15

Approved prototype plan

(1)     Design and document user experience

(2)     Successful completion of 5 out of 7 of the following tasks:

a.       Determine initial product name and positioning

b.       Establish insurance technology, creative and media partners

c.        Finalize launch marketing and media plan

d.       Establish initial team

e.        Complete technology requirements, design and user interface

f.        Develop and execute pre-launch research

g.        Begin site development

$500,000
7 21-Mar-16

Acquire >500 test groups at <$250 per group

(1)     Sell at least 500 test groups at an acquisition cost of less than $250 per group

(2)     Successful completion of the following tasks:

a.       Launch consumer website and online presence

b.       Launch marketing and media campaigns

c.        Develop and execute post launch research

d.       Deliver marketing metrics reporting package

$500,000
10 21-Jun-16

Cross-sell >200 contracts at <150% First Year Premium (“FYP”)

(1)     Cross-sell at least 200 individual contracts at <150% FYP

(2)     Successful completion of the following tasks:

e.        Deliver technology reporting package

f.        Launch phase 2 of site functionality (cross-sell functionality)

g.        Launch testing of cross-sell engine

$750,000
13 21-Sep-16

Approved business plan for scaling into 2017 and beyond

(1)     Approved scale-up plan and rollout decision, including consideration of corporate structure for business

$250,000
16 31-Dec-16

Cross-sell >1,500 contracts at <150% FYP

(1)     Continued marketing campaigns (phase 2 of media spend)

(2)     Continued testing of upsell engine

TBD per Plan

 

 

4.2Meetings

 

The parties shall engage in meetings as specified below during the term of this Work Order:

 

(a) monthly milestone checkpoints where Service Provider shall review with Customer or its designee milestone progress and tracking towards prospective capital injections and (b) weekly standups where Service Provider shall review with Customer or its designee tactical activities and milestone progress.

  

 Exhibit A - 2

Work Order
Execution Version

 

 

CUSTOMER AND SERVICE PROVIDER CONFIDENTIAL

 

4.3Customer-Provided Resources and Responsibilities

 

Customer or its designee shall provide the following resources and fulfill the following responsibilities to enable Service Provider to provide the Work Order Services:

 

Resource
Subject matter experts covering actuarial product design, experimental design and other functions as deemed necessary to the prototype team

 

 

5.Charges and Other Fees/Invoicing

 

5.1Charges and Other Fees

 

Customer shall pay Service Provider the following charges for the Work Order Services:

 

First payment - $1,000,000 Payment date – August 21, 2015
   
Second payment - $500,000 Payment date – December 21, 2015
   
Third payment - $500,000 Payment date – March 21, 2016
   
Fourth payment - $750,000 Payment date – June 21, 2016
   
Fifth payment - $250,000 Payment date – September 21, 2016

  

After the first and second payments have been made, Customer may by written notice to Service Provider elect to discontinue its payments to the Service Provider if at least 500 groups (as described in the Plan) have not been sold prior to March 19, 2016 at a media acquisition cost of less than $250 per group. After the first, second and third payments have been made to the Service Provider, Customer may by written notice to Service Provider elect to discontinue its payments to the Service Provider if at least 200 policies (as described in the Plan) have not been sold prior to June 19, 2016 at an acquisition cost of no more than 150% of the year one premium value for such policies.

 

5.2Termination for Convenience Fee

 

None.

 

 Exhibit A - 3

Work Order
Execution Version

 

 

CUSTOMER AND SERVICE PROVIDER CONFIDENTIAL

 

 

Customer and Service Provider agree that the complete agreement between them regarding this Work Order consists of the Agreement, this Work Order and any other documents attached hereto and expressly incorporated by reference herein. If a conflict occurs between the terms of the Agreement (including its Exhibits) and the terms of this Work Order, the terms of the Agreement shall control; provided, however, that this Work Order may modify any provision of the Agreement provided that such modification specifically identifies by Section number the provision to be modified and expressly identifies such modification as a modification to the Agreement. Such modification by a Work Order shall be as to such Work Order only.

 

IN WITNESS WHEREOF, each of Customer and Service Provider have executed or caused this Work Order to be executed as of the date set forth above by its duly authorized representative.

 

 

WALKER DIGITAL, LLC   WALKER INNOVATION iNC.
     
By: /s/ Jay Walker   By: /s/ Jonathan Ellenthal
     
     
     
Name: Jay Walker   Name: Jonathan Ellenthal
     
     
     
Title: Chairman   Title: Vice Chairman & CEO
     
     
     
Date: 8/20/15   Date: 8/20/15
     
     

 

 Exhibit A - 4

Work Order
Execution Version