CONTACTS 
0201 - CSG Systems Inc.
020101 - Mr. Jerry J. Nord

SUBJECTS
Agreement Received from Jerry Nord for Review and Comment Planning to
SDS 1st Draft Agreement Received from Jerry Nord for Review and Comme
Pilot Test Evaluation Agreement Received from Jerry Nord for Review a
Patent/Copyright SDS Com Metrics POIMS
Beta Test Agreement
Non-disclosure Agreements

3308 -
3308 -    ..
3309 - Summary/Objective
3310 -
331001 - Follow up ref SDS 4 0000, ref SDS 3 0000.
331002 -
331003 - Received ref DRT 1 0001 from Jerry transmitting a Word file with the
331004 - title. Formal Proposal for Partnership. ref DRT 1 OJ82
331005 -
331006 -           [On 030703 called Jerry and advised I am working on this.
331007 -           ref SDS 6 JK5U
331008 -
331009 -    1.  I have captured the terms and agreement in Word Document form.
331010 -        Please review.  The confidentiality agreement I am still
331011 -        working on.  If you have any draft or input, please advise.  I
331012 -        believe we can and should use the SDS documented definition of
331013 -        intellectual property, but make sure it is part of any written
331014 -        document.
331016 -         ..
331017 -    2.  I will call tomorrow (Wednesday) after you have time to digest
331018 -        this draft. ref DRT 1 ZO6H
331019 -
331020 -           [On 030627 called and discussed with Jerry. ref SDS 5 HU8W
331022 -         ..
331023 -    3.  I am also confirming confidentiality and work agreement I have
331024 -        with CSG, adding SDS and it intellectual property to the list
331025 -        of information I have but CSG has no legal rights to and are
331026 -        not binding under such agreemen, and having this reviewed by
331027 -        "legal". ref DRT 1 PO6L
331028 -
331030 -  ..
331031 - The attachment says....
331032 -
331033 -    1.  Formal Proposal for Partnership
331035 -         ..
331036 -        This formal written proposal (Terms and Agreement) is made on
331037 -        ????(date to be determined) between Rod Welch (owner and
331038 -        creator of the SDS process and software) and Jerry J Nord of
331039 -        Omaha NE. ref DRT 1 OJ82
331041 -  ..
331042 - Seems like our objective at this time is not a "partnership."  The
331043 - purpose of the agreement is evaluation of technology and business
331044 - opportunity.  Accomplishing this "purpose" requires technology
331045 - transfer of SDS, and will entail costs by each party.  The parties
331046 - want to accomplish the tasks under the agreement by protecting
331047 - intellectual property and by avoiding payments under agreement that
331048 - any costs incurred are balanced by reciprocal benefits.
331050 -  ..
331051 - Received a couple of standardized forms from Nixon and Peabody for
331052 - protecting intellectual property...
331053 -
331054 -        a.  ASSIGNMENT OF TECHNOLOGY AND INTELLECTUAL PROPERTY RIGHTS,
331055 -            ref OF 1 0001
331056 -
331057 -        b.  Confidentiality and non-disclosure agreement. ref OF 2 0001
331059 -             ..
331060 -        c.  Confidentiality agreement. ref OF 3 0001
331062 -  ..
331063 - In sum, based on language discussed on 030612, ref SDS 2 PPUQ, I am
331064 - inclined to suggest that we consider following changes....
331065 -
331066 -        1.   Technology and Business Evaluation Agreement
331067 -
331068 -             Rod Welch has developed and owns certain patentable and
331069 -             proprietary technology that is unique and valuable
331070 -             intellectual property.  Jerry Nord wants to evaluate
331071 -             forming a business with Welch to improve and market the
331072 -             technology.  Accomplishing this purpose requires
331073 -             technology transfer to Nord by learning and gaining
331074 -             experience using the technology with support by Welch for
331075 -             a period of time.  Welch wants to afford Nord reasonable
331076 -             time to learn and gain experience using the technology for
331077 -             the purpose of forming a business under terms mutually
331078 -             satisfactory to both parties; and, Welch further wants to
331079 -             retain all rights to intellectual property in the
331080 -             technology.  This agreement establishes compensation to
331081 -             Welch in the event a business is not formed that us
331082 -             mutually satisfactory to both parties and that Nord
331083 -             realizes commercial gain in any way from the technology
331084 -             transfer and/or causes or permits transfer of the
331085 -             technology to others.
331086 -
331088 -  ..
331089 - We also have an issue of how to address CSG.  Jerry is proposing in
331090 - the transmittal above that he has an agreement with CSG on protecting
331091 - Jerry's intellectual property and so is proposing to include SDS
331092 - somehow or other in that list. ref SDS 0 EO40  This might work,
331093 - depending on the language in that document.
331095 -  ..
331096 - Jerry's draft agreement continues...
331097 -
331098 -    2.  This contract establishes the terms and conditions between
331099 -        Welch and Nord regarding the development and marketing of SDS,
331100 -        ref DRT 1 FI8P
331101 -
331102 -        1.  Terms and Conditions
331103 -
331104 -            Defintions:
331106 -             ..
331107 -            Formal Proposal for Partnership - this entire document -
331108 -            also known as agreement. SDS -, ref DRT 1 GD4G
331110 -             ..
331111 -            Relationship of Parties, ref DRT 1 SD4M
331113 -             ..
331114 -            The parties' relationship to each other in the performance
331115 -            of this Agreement is that of independent contractors.
331116 -            Nothing in this agreement will place the parties in a
331117 -            legal Partnership agreement until a time when legal
331118 -            agreement forthwith is performed.  Neither party will have
331119 -            any right to obligate or bind the other in any manner
331120 -            whatsoever no represent to third parties that is has any
331121 -            right to enter into any binding obligation on the other's
331122 -            behalf.
331124 -  ..
331125 - Need to change "no" to "nor" in the sentence above "...whatsover no
331126 - represent..."
331128 -  ..
331129 - Jerry's draft agreement continues...
331130 -
331131 -            Intellectual Property, ref DRT 1 GN56
331133 -             ..
331134 -            SDS and the intellectual property outlined in Appendix
331135 -            ???? is the sole possession of Rod Welch.  Neither party
331136 -            will use or allow agents, subcontractors, co-workers, or
331137 -            any other party to use any of the defined intellectual
331138 -            property in any manner of personal or business gain
331139 -            without prior consent of Rod Welch.  All individual who
331140 -            come in contact with the defined intellectual property
331141 -            will be required to sign a confidentiality agreement
331142 -            (Appendix ????) before proceeding with exposure to the SDS
331143 -            application. This clause shall survive the termination or
331144 -            expiration of this agreement.
331146 -  ..
331147 - Let's consider clarifying as follows....
331148 -
331149 -               The technology and the intellectual property outlined in
331150 -               Appendix A is owned solely by Rod Welch, disclosing
331151 -               party.  Jerry Nord, recipient, will not use or allow
331152 -               agents, subcontractors, co-workers, or any other party
331153 -               to use any of the defined intellectual property in any
331154 -               manner of personal or business gain without prior
331155 -               consent of Rod Welch.  All individuals who come in
331156 -               contact with the defined intellectual property will be
331157 -               required to sign a confidentiality agreement (Appendix
331158 -               B) before proceeding with exposure to the SDS
331159 -               application.  This clause shall survive the termination
331160 -               or expiration of this agreement.
331162 -  ..
331163 - Jerry's draft agreement continues...
331164 -
331165 -            Termination, ref DRT 1 OJ62
331167 -             ..
331168 -            Either party, Rod Welch or Jerry J Nord, can terminate this
331169 -            agreement at any time by written or electronic
331170 -            notification.  Jerry J Nord agrees to return all material
331171 -            provided by Rod Welch and abide by the confidentiality
331172 -            agreement that is in force at termination.
331173 -
331174 -               [On 030708 applied this language in proposed
331175 -               confidentiality agreement. ref SDS 7 I44O
331177 -  ..
331178 - Let's consider clarifying as follows....
331179 -
331180 -            Either party, Rod Welch or Jerry J Nord, can terminate this
331181 -            agreement at any time....
331182 -
331183 -                and without cause or breach by the other party,
331184 -
331185 -            ....by written or electronic notification.  Jerry J Nord
331186 -            agrees to return all material provided by Rod Welch and
331187 -            abide by the confidentiality agreement that is in force at
331188 -            termination.
331190 -  ..
331191 - Jerry's draft agreement continues...
331192 -
331193 -        2.  Definition of Work, ref DRT 1 OK3P
331194 -
331195 -            Jerry Nord will provide the following effort of work to
331196 -            Rod Welch in return for compensation outlined further in
331197 -            this document.
331198 -
331199 -            1.  Jerry Nord will learn and use the SDS product and
331200 -                intellectual property in his daily work at CSG
331201 -                Systems, Inc., located in Omaha NE. He will involve
331202 -                the 7 employees directly assigned to him in this
331203 -                effort.  Each employee using SDS will be required to
331204 -                sign a confidentiality statement as
331205 -                reference above.
331207 -                 ..
331208 -            2.  This effort will begin upon signing of this agreement
331209 -                and run through December 31, 2003. ref DRT 1 OK36
331211 -                 ..
331212 -            3.  Daily diary and database entries will be provided to
331213 -                Rod Welch during the time SDS is used. ref DRT 1 OK39
331215 -  ..
331216 - What about saying something like....
331217 -
331218 -                SDS will be used to perform the work in carrying out
331219 -                this agreement, and the SDS record will be transmitted
331220 -                daily, or at least once a week, showing progress on
331221 -                learning and using SDS that will enable Welch to
331222 -                provide tranining and support.
331224 -  ..
331225 - Jerry's draft agreement continues...
331226 -
331227 -            4.  A business plan will be created to take SDS to market.
331228 -                Delivery of this plan will be within 90 business days
331229 -                of signing this agreement and written acknowledgement
331230 -                is transferred between Rod Welch and Jerry Nord
331231 -                concurring that SDS is a viable product that can be
331232 -                taken to market.
331234 -  ..
331235 - This may be doable, as shown in Jerry's proposal discussed on 030612.
331236 - ref SDS 2 AM4M  At that time on 030612 our discussions focused on the
331237 - idea that a business plan would be a deliverable as a foundation for a
331238 - partnership agreement to improve and market SDS.  The concern of this
331239 - langauge, perhaps unnecessarily, is that placing a target of 90 days
331240 - from date of signing the evaluation agreement, seems like this puts
331241 - emphasis on business plan development, rather than learning and
331242 - evaluating SDS.
331244 -  ..
331245 - Jerry's draft agreement continues...
331246 -
331247 -            5.  A documented training method for SDS.  This method
331248 -                will incorporate the use of seminars, written
331249 -                technical and business documentation, and training
331250 -                procedures needed to educate business owners
331251 -                (decision-makers) and application users.
331253 -                 ..
331254 -            6.  Develop acceptance testing plans for current
331255 -                application state and for enhancements proposed by
331256 -                Welch and Nord.
331258 -                 ..
331259 -            7.  A Microsoft Project Plan detailing the work outlined
331260 -                above with milestones and deliverables with 7 business
331261 -                days of signing this agreement.
331263 -  ..
331264 - Think the agreement should have some milestones which schedule will
331265 - implement, as discussed on 030612. ref SDS 2 CF3K
331267 -  ..
331268 - Jerry's draft agreement continues...
331269 -
331270 -        3.  Remuneration
331271 -
331272 -            Since SDS has no paying customers to date, Jerry Nord will
331273 -            proceed with the outlined work effort under consideration
331274 -            as a minor partner of 25 percent to share in any profit
331275 -            from the sale of SDS or its intellectual property during
331276 -            the time this agreement is in force.
331278 -  ..
331279 - Rumuneration is discussed in the record on 030612. ref SDS 2 E65I
331281 -  ..
331282 - On 030612 Jerry proposed referencing the record on 030126, ref SDS 1
331283 - KG9L, and this was agreed upon. ref SDS 2 K38R
331285 -  ..
331286 - Remuneration and payments are discussed in para 4 of the record on
331287 - 030126. ref SDS 1 EH5O
331289 -  ..
331290 - The 25% share in ownership and profit from sale of SDS is premature,
331291 - since this the first phase of the effort is for Jerry to evaluate SDS
331292 - to determine if he wants to support the effort.  This first phase will
331293 - hopefully lead to a 2nd phase in which Jerry would be awarded a
331294 - percentage within the framework set up with Gary Johnson and Morris
331295 - Jones reported in para 10 on 030126. ref SDS 1 MW4M
331297 -  ..
331298 - Under this record, we should consider replacing Jerry's initial
331299 - language above with something closer to the following....
331300 -
331301 -               Remuneration
331302 -
331303 -               The parties expect to incur expenses and effort to
331304 -               perform this ageement, and agree that payment for all
331305 -               expenses and effort shall be waived as mutually
331306 -               off-setting and incurred to accomplish the purpose of
331307 -               the agreement, which is of mutual benefit to both
331308 -               parties.
331310 -            ..
331311 -           [On 030627 called and discussed with Jerry. ref SDS 5 HU8L
331312 -
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331314 -
331315 -
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331317 -
331318 -
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331323 -
3314 -