EXHIBIT 10.5
STATEMENT OF WORK FOR WEB HOSTING SERVICES
Thank you very much, we appreciate and value your business.
By signing below, each of us agrees to the terms on this page and the following
pages.
This Transaction Document, and the attached Cordexa Networks Corp.
("Cordexa") Service Agreement and any other applicable Amendments and
Transaction Documents make up the entire agreement between both of us regarding
the Services we provide to you in support of your project referred to as Web
Hosting Services. These replace all previous agreements or other communications
between us regarding these Services.
Agreed to: Agreed to:
National XXXXX Services, Inc. Cordexa Networks Corp.
000 Xxxx 00xx Xxxxxx 000 Xxxx Xxxxxx, Xxxxx 000
Xxxxx Xxxxxxxxx, XX X0X0X0 Xxxxxxxxx, XX X0X 0X0
Xxxxxx Canada
/s/ Xxxxx Xxxx /s/ Xxxx Xxxxxxx
------------------ ------------------
Name: Xxxxx Xxxx Name: Xxxx Xxxxxxx
---------------------------- -----------------------------
Title: President Title: VP Technology
---------------------------- -----------------------------
Date: October 1, 2003 Date: October 1, 2003
_____________________. ("YOU") AND CORDEXA NETWORKS CORP. ("WE") AGREE THAT THE
CORDEXA NETWORKS SERVICES AGREEMENT APPLIES TO THE SERVICES DESCRIBED IN THIS
TRANSACTION DOCUMENT AND ITS ATTACHMENTS
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DEFINITIONS
"Web Hosting Environment" is a description of the configurations being provided
by Cordexa. These configurations will include hardware (processor, memory,
disk), software, and network connectivity. The Web Hosting Environment you are
ordering is defined in Attachment 1.
HIGHLIGHTS
The scope of this project includes establishment of a web hosting environment
for you. Cordexa will provide the server hardware, operating system software,
monitoring software, and other software and premise connectivity, as
specifically documented in Attachment 1. We provide to you, under the terms of
this Transactional Document and Attachment 1, capabilities within the Web
Hosting Environment. The Web Hosting Environment will include servers that are
accessible from the Internet, where your information and data content will be
resident, and which will allow authorized users to access this content. We
provide you the use of software facilities resident on these servers for
formatting, loading, previewing, and maintaining your information and data
content through an Internet connection. We restrict the use of these software
facilities and the ability to modify your information and data content to
authorized user identifications and passwords we provide to you.
KEY ASSUMPTIONS
The Cordexa Responsibilities and Charges within this Transaction Document are
based on the Key Assumptions below:
1. The server architecture contains single points of failure.
2. No growth is assumed. Cordexa will utilize incremental ordering and/or
Project Change Requests for pricing new and additional capacity.
3. The server environment will be hardened (e.g. operating system).
4. Commercially supported levels of software will be maintained.
5. Unix root and NT administrative access is controlled by Cordexa and is
not available to you. Within the limitations of the operating system Cordexa
will however, establish access to a limited set of privileged commands as
mutually agreed upon.
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6. Access for you to any systems level commends such as shutdown, reboot,
and kill is not provided as it may affect the rest of our server environment.
Physical machine shutdown and re-initialization will be performed by Cordexa.
7. Cordexa will retain execution of all system level maintenance,
privileged, and administrative commands.
8. Cordexa will not share administrative control of the firewall, if any are
specified in Attachment 1, with you.
CORDEXA RESPONSIBILITIES
TASK 1 - IMPLEMENTATION
1. Enable the server hardware, software, and network connectivity as
detailed in Attachment 1.
2. Enable dedicated switch ports for servers.
3. Establish dedicated premise network connectivity on Ethernet 10/100BaseT.
4. Enable access from the server farm to the open Internet over high speed
facilities.
5. Provide Domain Name Services, if required.
6. Make a backup of the initial instillation.
COMPLETION CRITERIA
TASK 1 - IMPLEMENTATION will be considered complete when the new web hosting
service is operational and accessible from the Internet.
TASK 2 - ONGOING SERVICES
1. Support the web server, as described above.
2. Provide bandwidth to the open Internet as described above.
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3. Maintain Domain Name Services, if required.
4. Obtain and coordinate the installation of new versions, releases, and
fixes to the operating system and system software, as required by Cordexa to
maintain the operating environment.
5. Provide around-the-clock monitoring of the services identified in
Attachment 1, identify problems and work on fixes.
6. Provide server support to administer the server environment and work on
fixes.
7. Use commercially reasonable efforts to assure that the servers are
operational and available on the network.
8. Implement the security policy on the firewalls and undertake the firewall
software upgrades as deemed necessary for data security and integrity, if
firewall services are included in Attachment 1.
COMPLETION CRITERIA
TASK 2- ONGOING SERVICES remains for the term of this Transaction Document. This
task will be considered compete when the services described in this Section are
performed in each month of the term.
YOUR RESPONSIBILITIES
1. Be responsible for purchasing versions / patches of the software
program(s) installed on any server at the current commercially available
version. You may identify when Cordexa assistance is required and at your
request we will provide this additional assistance at additional charges.
2. Assist Cordexa with project planning and scheduling of the initial
implementation.
3. Obtain the appropriate licenses and media for any licensed programs which
you use in this environment. A current copy of each license and media must be
placed on file with Cordexa Networks.
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4. Provide administration level support of your content and applications.
5. Obtain a licensed copy of appropriate software to run your content and
applications.
6. Upload your content and data using internet connectivity provided by you.
7. Provide Cordexa with input and future plans regarding your site. This
information will be used by Cordexa to plan its server resources and workload.
8. Provide Cordexa with around-the-clock contact names and phone or pager
numbers for support.
9. Ensure your information or data does not contain any data or information
which violates any law or regulation.
10. You shall not use this Service to send or receive any information in the
form of text, graphics, or programs which infringes any patent, copyright,
trademark, trade secret, or other intellectual property right, privacy, or
similar right of another.
11. You are responsible for promptly notifying us of any event or
circumstance, and will provide all information relating to such event or
circumstance if requested by us, related to this Transaction Document or your
information and data which could lead to a claim or demand against us by any
third party.
SERVER SECURITY
We will provide you with only those security facilities or security procedures
for access to your information and data content, if any, as described in this
Transaction Document.
We maintain the servers' operational status in support of your information and
data content. We will make the server containing your information and data
content available for access around-the-clock, except for periods of scheduled
maintenance and periods impacted by technical difficulties. Cordexa Web Hosting
Scheduled Maintenance is normally performed weekly, at random, during generally
accepted "off-hours" for business (Pacific and Eastern).
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We reserve the right to interrupt access to the server to perform emergency
maintenance as needed.
CHARGES
We have configured the Web Hosting Environment necessary to meet our
understanding for your current requirements. the Web Hosting Environment
associated with the services provided to you are described in Attachment 1.
The total Charges for the services ordered under Attachment 1 are shown below.
The Charges are firm for the duration of this Transaction Document. Charges for
additional services, or changes to the Web Hosting Environment if any, will be
reflected in a mutually agreeable change authorization to this document.
SERVICE DESCRIPTION ONE-TIME CHARGE MONTHLY CHARGE
-------------------- ---------------- ---------------
Web Hosting Environment WAIVED $1000.00 PER MONTH
Back Up Services
Application Hosting
and Maintenance.
Facilities and Hardware
Fee.
SERVICE DESCRIPTION HOURLY CHARGE
-------------------- ---------------
Server Assistance Program $150.00 PER HOUR
24h per day, same rate
Charges are billed monthly. Invoices will be issued one month in advance.
Invoices are due upon receipt. Cordexa Systems accepts Visa and MasterCard and
can administrate monthly automatic payments if you wish.
[GRAPHIC OMITED]
[GRAPHIC OMITED]
The preceding dollar figures are exclusive of any applicable taxes. ALL AMOUNTS
ARE IN $US
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TERM AND TERMINATION
The Cordexa tasks under this Transaction Document are described in section 1.4
"Cordexa Responsibilities". Cordexa will begin work on these tasks upon receipt
of this signed Transaction Document.
The initial term of the Transaction Document commences at the start of TASK 1 -
IMPLEMENTATION and ends twelve (12) months from the date of completion of TASK 1
-IMPLEMENTATION. Thereafter , this Transaction Document shall automatically
renew for additional twelve (12) month periods unless either party notifies the
other with 60 days notice that it wishes to terminate the Transaction Document.
Notwithstanding the above, either party may terminate this Transaction Document
at the end of any given month upon sixty (60) days advance written notice.
In the event of any termination, there will be no reduction of any One-Time
Charges which are payable when due.
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EMERGENCY AND TECHNICAL CONTACTS
CORDEXA TECHNICAL CONTACTS:
Xxxx Xxxxxxx
(000) 000-0000
xxxxxxxx@00xxXxxxxXxxxxxx.xxx
ADMINISTRATIVE INFORMATION
Notices will be provided in writing and delivered to you at:
National XXXXX Services, Inc.
000 Xxxx 00xx Xxxxxx
Xxxxx Xxxxxxxxx, XX X0X0X0
Attention: Xxxxx Xxxx
and to Cordexa at:
Cordexa Networks Corp.
000 Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, XX X0X 0X0
Attention: Xxxx Xxxxxxx
(000) 000-0000 Tel.
(000) 000-0000 Fax.
xxxxxxxx@xxxxxxx.xxx
*** END ***
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ATTACHMENT 1 - WEB HOSTING ENVIRONMENT
--------------------------------------
Cordexa will supply and manage the operations of the Web Hosting Environment.
The table below outlines a typical configuration:
ENVIRONMENT NAME SPECIFICATIONS
----------------------------------- --------------------
CPU Type Pentium III 500Mhz
----------------------------------- --------------------
Memory 256 MB
----------------------------------- --------------------
Firewall Services Basic
----------------------------------- --------------------
Operating System Windows 2000
----------------------------------- --------------------
Web Server Software Microsoft IIS 5.0
----------------------------------- --------------------
Disk Storage for Customer Data Up to 100 MB
----------------------------------- --------------------
Data Transfer 2 GB per month
----------------------------------- --------------------
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