CONTACTS 
0201 - CSG Systems Inc.                                                                                                                                                   O-00000795 0404
020101 - Mr. Jerry J. Nord

SUBJECTS
Agreement on Using SDS and Participating in SDS Project Requires Memo
Gives Gets on Agreement for Jerry to Participate in SDS
Transfer Technology to CSG SDS IP Protection for Welch Gives and Gets
CSG Technology Transfer SDS IP Protection for Welch Gives and Gets Bas
Nord, Jerry Trade Secrets Welch IP Protection Royalties Gives and Get
Nord, Jerry Will Develop Proposal for Protecting Welch IP
Proposal Language Submitted for SDS Project Protects Welch IP Rights
Proposal Received from Jerry on Participating in SDS Development

1610 -
1610 -    ..
1611 - Summary/Objective
1612 -
161201 - Follow up ref SDS 52 0000, ref SDS 51 0000.
161202 -
161203 - Jerry submits proposed language for an agreement that would send the
161204 - SDS software code to him and provide support that would transfer
161205 - knowledge of SDS technology to Jerry and to his team of software
161206 - engineers. ref SDS 0 PPUQ  The proposal will run through 031231 with
161207 - the initial objective a determination for performing a next generation
161208 - version of SDS, or abandoning Jerry's participation.  At that time or
161209 - before, CSG would be given the opportunity to officially join the
161210 - effort. ref SDS 0 K39Q  Protection is proposed for IP, which might be
161211 - strengthened by listing specific SDS trade secrets. ref SDS 0 K37T
161212 - The proposal incorporates the record on 030126 that establishes the
161213 - agreement with Gary which discusses remuneration and trade
161214 - secrets. ref SDS 0 K38R  Jerry offers to have CSG staff who will work
161215 - on SDS sign a confidentiality agreement. ref SDS 0 K38V  Jerry plans
161216 - to work on developing training and deployment support; this offers a
161217 - good opportunity for pitching a deal to Aerospace company on the  combat project.
161218 - ref SDS 0 01WR  Another deliverable, provided Jerry feels the effort
161219 - is successful, would be to support a business plan. ref SDS 0 AM4M
161220 - Jerry proposes using an "Extreme Programming" method he has developed
161221 - with a team of seven (7) people at CSG, and this effort would be
161222 - develop a commercial version of SDS.  The initial effort must be to
161223 - learn SDS. ref SDS 0 XO5L
161224 -
161225 -
161226 -
161227 -
161228 -
161230 -  ..
1613 -
1614 -
1615 - Progress
1616 -
161601 - CSG Proposal to Evaluate SDS for Commercial Product Development
161602 - Gives and Gets Starting on Positive Foot with Focus on Value Added
161603 -
161604 - Follow up ref SDS 52 PPUQ, ref SDS 50 PPUQ.
161605 -
161606 - Received ref DRT 1 0001 from Jerry saying....
161607 -
161608 -    1.  From our discussion on Monday, June 9th, ref SDS 52 FV7J, I
161609 -        would like to propose the following arrangement:
161611 -             ..
161612 -        1)  Rod Welch sends the development version of SDS (in its
161613 -            current configuration) and his database to Jerry Nord at
161614 -            CSG Systems. ref DRT 1 0001
161615 -
161616 -                [On 030612 discussed schedule for this task.
161617 -                ref SDS 55 IU4O
161619 -             ..
161620 -        2)  In return, Jerry Nord affirms the following conditions:
161621 -
161622 -            A.  All copyright, patentable, and "intellectual" property
161623 -                relating to SDS created by Rod Welch and designated
161624 -                partners belongs to Rod Welch and partners he
161625 -                designates. ref DRT 1 0PSQ
161626 -
161627 -                    Consideration to incorporate the record on 000831
161628 -                    listing SDS "trade secrets." ref SDS 9 G8E3
161629 -
161630 -                       [...in another record Gary comments
161631 -                       about risk that Jerry may not "get it" to
161632 -                       accomplish technology transfer. ref SDS 53 PO5I
161634 -                        ..
161635 -                       [On 030612 Morris comments on trade secrets.
161636 -                       ref SDS 54 TO8I and ref SDS 54 TS6O
161638 -                     ..
161639 -                    For example, Does there need to be language to the
161640 -                    effect that...
161642 -                     ..
161643 -                    SDS software, training and support are provided by
161644 -                    Welch to Jerry Nord and to CSG for purposes of
161645 -                    evaluation, and that the design and architecture of
161646 -                    SDS "trade secrets" listed in the record on 000831,
161647 -                    ref SDS 9 G8E3 are known and owned only by Welch
161648 -                    prior to conveyance, and is not for commercial
161649 -                    enterprise, except as agreed by Welch, or something
161650 -                    like that????
161651 -
161652 -                       [On 030612 Jerry seemed to agree on this.
161653 -                       ref SDS 55 K37T
161655 -                        ..
161656 -                       [On 030708 changed scope of initial Agreement to
161657 -                       NDA for product and business evaluation.
161658 -                       ref SDS 59 P069
161660 -                     ..
161661 -                    Alternatively, maybe the language on 030126 is
161662 -                    adequate, ref SDS 33 TS5H, but should CSG be
161663 -                    recognized???  Realize we want to minimize CSG
161664 -                    involvement to keep expenses down, but technology
161665 -                    transfer will occur under para 2)C. ref SDS 0 K38V
161666 -
161667 -                       [On 030627 Jerry will list SDS as protected IP
161668 -                       in his agreement with CSG. ref SDS 57 V09O
161670 -                        ..
161671 -                       [On 030630 Jerry submits NDA he has with CSG and
161672 -                       plans to list SDS as protected. ref SDS 58 MW4H
161673 -
161675 -  ..
161676 - Jerry's letter continues...
161677 -
161678 -            B.  Terms and conditions outlined in SDS on 030126,
161679 -                ref SDS 33 KG9L will be adhered to by Jerry Nord.
161680 -                ref DRT 1 XW6N
161681 -
161682 -                    Incorporating terms and conditions in record on
161683 -                    030126, aligns with planning on 000831 for IP
161684 -                    protection. ref SDS 9 ET6O
161686 -                     ..
161687 -                    This seems to bind Jerry, but not CSG?  Jerry noted
161688 -                    on 030609 that CSG wants to avoid expense of legal
161689 -                    review and negotions, until such time as Jerry has
161690 -                    investigated and determined prospects of value to
161691 -                    CSG under para 2)D. ref SDS 0 K39Q  The control is
161692 -                    for Jerry to have a substantial upside gain, which
161693 -                    would be risked by improper transfer to CSG, or
161694 -                    something like that???
161695 -
161696 -                       [On 030612 discussed this issue to clarify
161697 -                       agreement. ref SDS 55 K38R
161699 -                        ..
161700 -                       [On 030612 Morris submits analysis, ref SDS 54
161701 -                       0001, which is discussed with Jerry. ref SDS 55
161702 -                       K38R
161703 -
161704 -
161705 -
161706 -
161707 -
161708 -
161709 -
1618 -

SUBJECTS
Implement SDS at CSG with 7 Programmers Jerry Offers to Participate S
Training Manual Program for Software Engineers to Learn and Implement
Nord, Jerry at CSG Offers to Design Write Training Regimen
Pilot Test Early Adopters Discover Demand for SDS KM
7 Programmers Jerry Offers to Participate SDS Development Marketing B
Training Plan Procedures Manual Developed by Jerry Nord
CSG Users of SDS Will Sign Confidentiality Agreement to Protect Intel
Confidentiality NDA Agreement CSG Users of SDS Will Sign Confidential

4010 -
401101 -  ..
401102 - Implement SDS at CSG with Training Program for Software Developers
401103 -
401104 - Follow up ref SDS 52 XO60, ref SDS 50 XO60
401105 -
401106 - Jerry's letter continues...
401107 -
401108 -            C.  All active users of the SDS product at CSG will be
401109 -                asked to sign a confidentiality agreement to protect
401110 -                the intellectual property of SDS. ref DRT 1 EX7F
401111 -
401112 -                    How does the issue of technology transfer through
401113 -                    experience using SDS relate to CSG residuals, per
401114 -                    question above under para 2)A. ref SDS 0 K37T
401116 -                     ..
401117 -                    This provision supports Jerry's plan on 030604 to
401118 -                    use his team of seven (7) engineers. ref SDS 50
401119 -                    XO60
401120 -
401121 -                       [On 030612 discussed implementation with Jerry.
401122 -                       ref SDS 55 K38V
401124 -                        ..
401125 -                       [On 030620 discussed having CSG staff do most of
401126 -                       the learning and be assigned as primary "scribe"
401127 -                       to avoid Jerry being spread too thin trying to
401128 -                       learn and use SDS while also managing software
401129 -                       operations. ref SDS 56 HS9O
401131 -                        ..
401132 -                       [On 030708 this objective is implemented in
401133 -                       Section 3 of the Agreement. ref SDS 59 WT83
401135 -                        ..
401136 -                       [On 030716 Jerry reports that CSG legal proposes
401137 -                       developing a license to accomplish this
401138 -                       objective, perhaps in lieu of the plan today for
401139 -                       individual NDAs with individual employees.
401140 -                       ref SDS 60 KY9F
401142 -                        ..
401143 -                       [On 030724 planning to implement this provision.
401144 -                       ref SDS 62 KN9G
401145 -
401146 -
401148 -                 ..
401149 -                Termination on 031231
401150 -                CSG Insulated from SDS Until Decision to Buy
401151 -                Pilot Project to 031231 Go or No Go Decision
401152 -
401153 -
401154 - Jerry's letter continues...
401155 -
401156 -            D.  The pilot project Jerry Nord will conduct at CSG will
401157 -                last through December 31, 2003, after which a decision
401158 -                will be made if it is to continue, CSG is approached to
401159 -                purchase the SDS system, or the pilot project is
401160 -                terminated.  This decision will be made by Rod Welch
401161 -                and partners.  If the decision is made to terminate the
401162 -                project, all software, written material, and any
401163 -                modified or newly developed application code and
401164 -                documentation will be returned to Rod Welch.
401165 -                ref DRT 1 ZX7J
401166 -
401167 -                    In another record today, Gary asks about
401168 -                    termination, and this para seems to cover it.  Do
401169 -                    we need anything more?
401171 -                     ..
401172 -                    Consideration of the residual for CSG as a result
401173 -                    of paying salaries of people who will participate
401174 -                    in Jerry's review?
401175 -
401176 -                        [On 030708 Agreement calls for no payments
401177 -                        between parties in exchange for right to expend
401178 -                        resources and to benefit from using SDS.
401179 -                        ref SDS 59 WT7U
401180 -
401181 -
401183 -             ..
401184 -        3)  Jerry Nord will provide the following:
401185 -
401187 -                 ..
401188 -                Training Implementation Manual Sales Platform
401189 -                Sales Opportunity from SDS Training Documentation
401190 -                Com Metrics "Solution" Derivitive of Training Manual
401191 -
401192 -
401193 -            A.  A documented training method for SDS.  This method will
401194 -                incorporate the use of seminars, written technical and
401195 -                business documentation, and training procedures needed
401196 -                to educate business owners (decisionmakers) and end
401197 -                users. ref DRT 1 EY8E
401198 -
401199 -                    This deliverable aligns with the review of Jerry's
401200 -                    letter on 030604, ref SDS 50 XO4V, which further
401201 -                    lists foundational documents to support training.
401202 -                    ref SDS 50 QX4X  An example is Gary's report on
401203 -                    030604 that he posted the eight (8) steps for using
401204 -                    SDS on the wall at Aerospace company. ref SDS 49 0001
401205 -
401206 -                        [On 030612 discuss with Jerry. ref SDS 55 01WR
401208 -                         ..
401209 -                        [On 030716 CSG asks about charges for Welch
401210 -                        training and support. ref SDS 60 W15X
401212 -                     ..
401213 -                    On 030604 analysis suggests Jerry's plan could lead
401214 -                    to a terrific sales platform for "solutions" on big
401215 -                    projects like  combat at Aerospace company, where Gary is working
401216 -                    and currently using SDS for Communication Metrics.
401217 -                    ref SDS 50 I75N  A manual for SDS must cover both
401218 -                    mechanics of using the software, and the social and
401219 -                    cultural issues of deployment that arise with a
401220 -                    disruptive technology, reviewed on 030604.
401221 -                    ref SDS 50 GY7V
401223 -                        ..
401224 -                    a. 3-layer architecture.... 020820, ref SDS 25 0001
401226 -                        ..
401227 -                    b. Communication Metrics... USACE, ref DRP 3 4929
401229 -                        ..
401230 -                    c. Judicious Review for
401231 -                       clear, concise, complete
401232 -                       communication........... 990419 ref SDS 2 2601
401233 -
401234 -                    ...are elements of training and deployment that
401235 -                    enable transformation by people gradually becoming
401236 -                    familiar with seeing and handling a greater share
401237 -                    of human mental connections, which at first seem
401238 -                    startling, beyond reach, and so boggle the mind, as
401239 -                    related on 030524 discussing "excessive links."
401240 -                    ref SDS 45 9X62
401241 -
401242 -                        [On 030612 discussed with Jerry. ref SDS 55
401243 -                        SU5O
401245 -                         ..
401246 -                        [On 030723 Jerry's work is applications
401247 -                        software customer support, which provides the
401248 -                        expertise and experience needed to accomplish
401249 -                        the assignment Jerry proposes taking on; and
401250 -                        moreover, the customer support industry is a
401251 -                        major application for SDS capabilities; this
401252 -                        combination creates a lot of potential for
401253 -                        positive synergy between learning, developing
401254 -                        and applying SDS and Com Metrics. ref SDS 61
401255 -                        ZQ97
401257 -                     ..
401258 -                    Scope of services for Com Metrics developed by
401259 -                    USACE describes some aspects of deployment,
401260 -                    ref DRP 3 JM7O, including a list of deliverables,
401261 -                    ref DRP 3 7402, and guidance on experience and
401262 -                    skills for performing Com Metrics, ref DRP 3 7412,
401263 -                    which could be incorporated into training and
401264 -                    deployment under Jerry's proposal today.
401266 -                     ..
401267 -                    Conceivably, a project could be funded to do the
401268 -                    development Jerry is planning, under analysis in
401269 -                    the record on 030506. ref SDS 41 KT5F  Since  combat is
401270 -                    funded at $15B - $26B depending on whose article is
401271 -                    believed, this seems like good target for seeking
401272 -                    support.  They need help, as reported on 030506,
401273 -                    ref SDS 41 Q57I, which SDS, and most likely only
401274 -                    SDS, can deliver.  Jerry's training and deployment
401275 -                    plan is a significant "enabling force," as defined
401276 -                    on 011120. ref SDS 19 H67I  Gary's presence
401277 -                    on the ground provides credibility demontrating
401278 -                    ability to perform.
401279 -
401280 -                        [On 030620 discussed vision and steps for
401281 -                        implementation begins with agreement.
401282 -                        ref SDS 56 5T7K
401284 -                     ..
401285 -                    Next stop -- NASA, per record on 030304, ref SDS 34
401286 -                    KV6K, DOD needs help with procurement and daily
401287 -                    management, per record on 010608. ref SDS 14 RS4J
401288 -                    On 020912 Stuart reported SDS unique and novel.
401289 -                    ref SDS 27 HH92 CIA, and on 030429 Stuart wanted to
401290 -                    know how to accomplish SDS support with Microsoft
401291 -                    tools. ref SDS 40 EB8G  After NASA and DOD, the CIA
401292 -                    needs help, as reported on 010911. ref SDS 16 YNGH
401294 -                     ..
401295 -                    Medical management is another big ticket target of
401296 -                    opportunity shown by the record on 990912,
401297 -                    ref SDS 4 0001, and subsequent review on 990924
401298 -                    showing poor communication is biggest cause of
401299 -                    medical mistakes that sooner or later touch every
401300 -                    human life with tragedy. and SDS is the best and
401301 -                    only solution. ref SDS 5 0001
401303 -                     ..
401304 -                    Common thread for success in each case is a
401305 -                    training program for transformation that lights the
401306 -                    path to a culture of knowledge.
401307 -
401308 -
401309 -
401310 -
4014 -

SUBJECTS
Diary Prepared on Using SDS for Learning and Developing SDS by Using
Proposal from Jerry Calls for Maintaining a Diary of Work Performed L
Nord, Jerry Proposal to Participate in SDS Development Initially Eval
Diary Use SDS for Learning and Building New SDS System
Diary Record Archive History Experience Organizational Memory Backgro
Experience Using SDS Diary Accumulates Guidance for Improving SDS
Experience History Record Organizational Memory Diary Journal Knowled
Using SDS Developed Diary of Experience that Guided Continual Improve

5410 -
541101 -  ..
541102 - Diary Showing History Using System to Build the System
541103 -
541104 - Jerry's letter continues...
541105 -
541106 -            B.  A diary of the pilot using SDS. ref DRT 1 XI9F
541108 -                     ..
541109 -                    This aligns with provisions on 030126 to use SDS
541110 -                    for documenting daily work and collaboration on
541111 -                    development and for training and support by Welch,
541112 -                    and this requirement is to transfer the SDS record
541113 -                    to Welch generally once a day, and no less than
541114 -                    once a week for the duration of the project,
541115 -                    ref SDS 33 HF6N, and discussed in the record on
541116 -                    030609. ref SDS 52 LE5L
541118 -                     ..
541119 -                    This provision applies the methodology that created
541120 -                    SDS by using the system to build the system, cited
541121 -                    by Morris Jones at Intel on 010924. ref SDS 17 NK4J
541123 -            ..
541124 -           [On 030612 discussed these issues and plan to clarify in
541125 -           final agreement. ref SDS 55 H45F
541126 -
541127 -
541128 -
541129 -
541130 -
541131 -
5412 -

SUBJECTS
Marketing Business Plan and 7 Programmers Jerry Offers to Participate
Disruptive Technology Business Plan Must Recognize SDS for Com Metric
Nord, Jerry Offers to Help Prepare Business Plan Help Take SDS to Mar
Jerry Nord Offers to Help Develop Business Plan
Proposal Participate in SDS Development and Marketing with Business P
Nord, Jerry at CSG Offers to Help Prepare Business Plan
Marketing Business Plan and 7 Programmers Jerry Offers to Participate

6009 -
601001 -  ..
601002 - Business Plan Support Key Ingredient Timing and Correlation with CSG
601003 -
601004 - Follow up ref SDS 52 AM4M, ref SDS 50 AM4M
601005 -
601006 - Jerry's letter continues...
601007 -
601008 -            C.  A business plan that can be used to take SDS to market.
601009 -                Delivery of this plan can be expected within 90 days of
601010 -                reaching agreement that SDS is a viable product and can
601011 -                be marketed. ref DRT 1 EY9I
601012 -
601013 -                    Is the thought here to submit the businss plan to
601014 -                    CSG and/or to other investors.  Is the thought to
601015 -                    partner with CSG for presentation to VC investors?
601017 -                     ..
601018 -                    May need some discussion on mechanics of "reaching
601019 -                    agreement that SDS is a viable product and can be
601020 -                    marketed."  Is the date 031231 a target date for
601021 -                    this, or will a set of steps and deliverables be
601022 -                    proposed and a schedule for "reaching agreement" on
601023 -                    this project milestone?
601025 -            ..
601026 -           [On 030612 discussed these issues and plan to clarify in
601027 -           final agreement. ref SDS 55 AM4M
601028 -
601029 -
601030 -
601031 -
601032 -
601033 -
6011 -

SUBJECTS
Extreme Programming Approach Expedites Taking SDS to the Next Level
First Step Taking SDS to the Next Level Windows Version for Marketing
Learn 2 Months Understand SDS Flexible Structures Realize Benefits Ne
Learn Current SDS to Develop KM by Doing KM
Com Metrics 8 Steps Using SDS Post on Wall to Remind First Step Take
Take SDS to Next Level Using Extreme Programming Approach is to Learn
Nord, Jerry at CSG Offers to Use Extreme Programming Method to Take S

6709 -
671001 -  ..
671002 - Extreme Programming Expedites Taking SDS to the Next Level
671003 - Taking SDS to Next Step Requires First Step to Learn KM by Doing KM
671004 -
671005 - Follow up ref SDS 52 XO5L, ref SDS 50 XO5L
671006 -
671007 - Jerry's letter continues...
671009 -             ..
671010 -        4)  Jerry Nord will act as customer (extreme programming
671011 -            terminology) for evolution of SDS.  Jerry will provide
671012 -            input into appearance and functionality (UI) of product.
671013 -            Jerry will provide testing scenarios and test the SDS model
671014 -            as appropriate. ref DRT 1 0158
671016 -                 ..
671017 -                Need to discuss schedule for learning prior to
671018 -                programming, per analysis on 030604. ref SDS 50 KJ4I
671019 -
671020 -                    [On 020612 discussed incorporating in the Schedule
671021 -                    Jerry will deliver under para 2, ref SDS 0 EY4S,
671022 -                    time for learning SDS and Com Metrics prior to
671023 -                    developing plans for product development.
671024 -                    ref SDS 55 GZ6K
671026 -                 ..
671027 -                Analysis on 950803 considers adding graphics to SDS,
671028 -                which seems appealing, but the record is, also, useful
671029 -                for understanding the subtle objective of improving
671030 -                "knowledge" work, and so illustrates the need to gain
671031 -                experience using SDS that guides work on improvements.
671032 -                ref SDS 1 0990,
671034 -                 ..
671035 -                Gary's record learning and transitioning to SDS
671036 -                is helpful background on level of effort, reported on
671037 -                030609. ref SDS 52 QH4I
671038 -
671039 -                    [...in another record Gary comments about
671040 -                    risk that Jerry may not "get it" to accomplish
671041 -                    technology transfer. ref SDS 53 PO5I
671043 -                 ..
671044 -                One idea is to first work on improving memory of
671045 -                current version of SDS for both a deliverable and a
671046 -                learning exercise.
671047 -
671048 -                    [...in another record, reviewed with Gary.
671049 -                    ref SDS 53 FR8K
671051 -                 ..
671052 -                My initial sense is that work on the next version of
671053 -                SDS should be a listing of requirements and reverse
671054 -                engineering for the first 3 - 5 months.  Then last 2
671055 -                months or so of initial project, say beginning about
671056 -                031101 planning on viability of new appearance and UI
671057 -                will lead to decision on or before 031231 for doing a
671058 -                next phase of the project.
671059 -
671061 -  ..
671062 - Jerry's letter continues...
671063 -
671064 -    2.  If the above is agreeable, I will put together first draft of a
671065 -        project plan (MS Project) outlining dates and milestones, as I
671066 -        see them.  This can be delivered within 7 business days for
671067 -        your review. ref DRT 1 EY4S
671069 -         ..
671070 -    3.  I will call you on Thursday.  We have had some situations at
671071 -        work that will need my attention the rest of today. ref DRT 1
671072 -        EY4Y
671073 -
671074 -            [On 030612 Jerry called to discuss proposal. ref SDS 55
671075 -            PPUQ
671076 -
671077 -
671078 -
671079 -
671080 -
671081 -
671082 -
671083 -
671084 -
671085 -
671086 -
671087 -
671088 -
671089 -
671090 -
671091 -
6711 -