1
EXHIBIT 10.2
SERVICE AGREEMENT
BETWEEN
XXXXXXXX INFORMATION SERVICES CORPORATION
AND
XXXXXXXX COMMUNICATIONS GROUP, INC.
THIS SERVICE AGREEMENT ("Agreement") is effective as of the 30th of
September, 1999, by and between XXXXXXXX INFORMATION SERVICES CORPORATION, a
Delaware corporation, hereinafter referred to as "WISC" and XXXXXXXX
COMMUNICATIONS GROUP, INC., a Delaware corporation, and its majority owned
subsidiaries, hereinafter referred to as "Customer." WISC and Customer are each
a "Party" and together are the "Parties" to this Agreement.
RECITALS:
WHEREAS, WISC has been providing Data Processing and Computer-related
services to Customer and Customer desires to continue purchasing such services,
solely for its internal use and the internal use of its subsidiaries in which
Customer possesses fifty percent (50%) or greater ownership interest;
WHEREAS, the Parties desire to establish the service levels provided under
this Agreement, the reimbursable commitments due upon termination of this
Agreement and other issues related to the provision of Services hereunder.
NOW, THEREFORE, in consideration of the foregoing, of the mutual promises
hereinafter set forth, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties agree as
follows:
1. SERVICES. WISC agrees, during the term of this Agreement, to provide use
of WISC employees, facilities and systems in the performance and coordination of
data processing and computer-related services to Customer. Such non-exclusive
service, as more particularly described in Attachment B (the "Services
Profile"), attached hereto and incorporated by reference, includes, but is not
limited to, mainframe operations, payroll processing and support, technical
staff support, data center operations and floorspace, special processing
requirements, system backups, network services, telephone services and
Enterprise services including Help Desk, IT Sourcing and Y2K Compliance Program
(the "Services" or "Service"). The Service provided by WISC will be provided in
accordance with the Service Level Agreements to be developed and mutually agreed
to by the Parties and attached hereto as Attachment A. The Services Profile and
the Service Level Agreements shall be updated or amended from time to time.
2. LIAISON. Customer will designate a person to act as a liaison ("Liaison")
for all contact with WISC. The Liaison has authority to make requests for all
Service and has authority to approve all commitments made by WISC on Customer's
behalf. Approval of all costs, expenditures, expenses, contractual obligations,
and other commitments will be in writing by the designated Liaison.
B-1
2
3. COMMITMENT LIST. All hardware, software, and Services Customer has
previously committed to pay for ("Existing Commitments") will be listed in a
commitment list ("Commitment List") provided to Customer, a summary of which is
attached hereto as Attachment C, and incorporated by reference. The Commitments
List includes amounts for: (1) estimated taxes; (2) leased equipment; (3) fixed
assets; (4) facilities improvements; (5) third party software; and (6)
miscellaneous expenses. WISC will continue to update the Commitments List each
quarter to add new commitments and to decrease other commitments.
Certain commitments will decrease as a result of WISC fulfilling its
obligations under the commitment. For example, a contractual obligation which
presently has a two (2) year commitment, will be reduced each quarter as WISC
performs the obligations required for that quarter.
Customer will have thirty (30) days after receiving the revised Commitments
List to object to any item on the Commitments List. After this thirty (30) day
review period has passed, Customer will be deemed to have accepted all items on
the Commitments List.
4. FEES AND PAYMENTS. In consideration of WISC entering into purchase,
lease, development and other obligations necessary to perform Services hereunder
for Customer, Customer agrees to pay all costs incurred by WISC and approved in
writing by Liaison including, but not limited to, all costs for equipment,
software, personnel, or other contractual obligations for which WISC has already
paid or remains obligated to pay, arising in connection with the provision of
Services hereunder. All costs for such equipment, software, personnel or other
contractual obligations, will be listed on the Commitment List.
A. ALLOCATION CHARGES AND FEES. In addition to the obligations and
charges set forth in this Agreement, Customer agrees to pay WISC the
allocation amounts per month for the allocated Services set out in the
Services Profile, as well as the amounts per month for other Services used
by Customer at the published rates also set out in the Services Profile. The
Services Profile will be provided annually on or before August 1.
B. MISCELLANEOUS CHARGES AND FEES. Customer will reimburse WISC for
WISC's actual cost for certain items used in providing services to Customer
including but not limited to the following items: Custom forms (except when
forms are purchased or supplied by Customer), the lease of terminal
equipment used on Customer's premises, telephone lines and telephone
equipment related to the Customer's processing and all microfiche charges
related to Customer's reports.
C. TAXES. Customer agrees to pay or reimburse WISC for all taxes for
goods or services procured by WISC pursuant to performance of this Agreement
for Customer.
D. BILLING. Customer shall be billed every month for amounts due for the
previous month. Payment is due thirty (30) days after Customer's receipt of
invoice. Undisputed payments not received by the due date shall accrue
interest at a rate of one and one half percent (1.5%) per month or the
highest rate allowed by law whichever is less.
B-2
3
E. DISPUTED CHARGES. As to disputed amounts, Customer will place the
disputed amount in an escrow account and provide WISC written notice, which
includes a summary of its dispute, within thirty (30) days of the due date.
Any amount for which Customer does not give notice of a dispute within
thirty (30) days of the due date will be deemed to be an undisputed amount.
As to disputed amounts the Parties will attempt to resolve the dispute in
accordance with Section 23, Dispute Resolution.
5. TERM. The term of this Agreement will begin April ____, 1999, and will
remain in effect until April _____, 2004 (the "Initial Term"), and will
automatically renew for additional terms of twelve (12) months each.
Notwithstanding the foregoing, either Party may terminate this Agreement, at any
time, by giving twelve (12) months prior written notice to the other Party.
6. BACKUP AND RECOVERY PLAN. Customer and WISC, as timing allows, shall
jointly develop and maintain a backup and recovery plan mutually satisfactory to
the Parties which details specific responsibilities and recovery objectives.
WISC will incorporate Customer's backup and recovery priorities in its published
overall disaster and recovery plan which is currently being revised and updated.
The WISC disaster and recovery plan includes a listing of those persons
authorized to declare a disaster. Customer will have the option to contract for
its own disaster recovery services with a vendor of its choice for those
services for which WISC is not directly responsible. This option, however, will
not relieve Customer of any obligations for disaster recovery services on the
Commitments List.
7. PROCESSING STANDARDS. Customer will be subject to all reasonable
processing standards and procedures as set forth in the WISC Data Center
Standards and Operating Procedures Manual. WISC will copy all Customer mainframe
software and ensure synchronization with Customer Data maintained by WISC,
semi-annually, including updates and documentation, and will store in such data
WISC's offsite facility, and will provide Customer with access to such copies
upon request. As to data, programs and software supplied by WISC to Customer,
which are licensed from third party vendors, the Parties recognize that use is
subject to the license agreements for each software product and the Parties
agree to be bound by such agreements. Upon request WISC shall provide to
Customer copies of the terms and conditions of such license agreements.
8. CONFIDENTIAL AND PROPRIETARY INFORMATION. The Parties will take all
reasonable precautions to protect the security of the other Party's confidential
information, including making reasonable efforts to cause its directors,
employees and agents to abide by the terms of this Agreement. Confidential
information ("Confidential Information") shall include, but not be limited to,
the following: business and financial methods; records and practices; pricing
and selling techniques; file or data base materials; price lists; software;
computer programs; credit and financial data; as well as similar information
relating to the parent, subsidiaries and affiliates of either Party. Nothing in
this Agreement shall prohibit or restrict WISC's right to use general ideas,
concepts, methods, expressions, know-how and techniques related to the scope of
WISC's Services and used in the course of its Services that are not unique to
the Confidential Information, or do not include specific elements of the
Confidential Information. Nothing in this Agreement shall prohibit or restrict
WISC's rights to provide to third parties services which are similar to those it
provides to Customer, so long as such provision of services does not breach this
Agreement. Neither
B-3
4
Party will make copies of the other Party's Confidential Information for its own
use without the prior written permission of the other. The Parties may copy the
software of the other only as permitted in applicable license agreements and
only as reasonably necessary to support authorized use and shall not make such
software available to any person other than employees or agents whose job
performance requires such access.
Files containing Customer's systems inputs and outputs are, and shall
remain, the property of Customer and shall be returned to Customer at its
request. Physical media produced by WISC for Customer must be purchased by
Customer or returned to WISC within thirty (30) days after Customer's receipt of
same.
The Parties hereto may exchange certain Confidential Information for the
purpose of implementing this Agreement. In consideration of the receipt of such
Confidential Information, the Parties agree as follows:
1. Each Party shall retain all rights to its Confidential Information. Each
receiving Party agrees to take such reasonable measures to prevent the
unauthorized disclosure to third parties of Confidential Information as it
would take to prevent disclosure of its own proprietary or Confidential
Information. Disclosure will be limited to such employees and agents as
necessary to perform under this Agreement. To the extent practicable,
information protected by this Agreement shall be marked "Confidential."
Except as necessary for proper evaluation, documents containing Confidential
Information obtained pursuant to this Agreement may not be duplicated in any
manner without the written permission of the originating Party.
2. The Parties agree to keep all Confidential Information confidential for
seven (7) years after the expiration or termination of this Agreement.
Information obtained by receiving Party that (1) is or becomes generally
known or available to the public without breach or any obligation of
confidentiality; (2) is lawfully known to it at the time of receipt as
evidenced by the receiving Party's written records; or (3) is subsequently
furnished to it lawfully by a third party, to the best of the receiving
Party's knowledge, without restriction and without breach or any obligation
of confidentiality; will not be deemed confidential and may be used without
restriction. If disclosure of Confidential Information is required pursuant
to a valid court order or subpoena, receiving Party shall give the
disclosing Party prior written notification of such order or subpoena, and
then shall disclose the Confidential Information only to the extent
necessary to comply with the governmental agency's request. Confidential
Information disclosed pursuant to a valid court order or subpoena does not
lose its confidential status as to third parties. Unless expressly agreed
otherwise, the Parties shall also keep confidential the terms and conditions
of this Agreement and the exchange of information.
Upon reasonable notice, Customer's internal and external auditors shall have
the right during normal working hours to review The Xxxxxxxx Companies, Inc.'s
internal audit department work papers, program design flow charts, programs and
other documents, materials and information relating to the Customer as may
reasonably be requested by Customer's internal and external auditors in
connection with the preparation of a certified financial audit of Customer. All
documents, materials and information made available to or
B-4
5
disclosed to Customer's internal and external auditors under this Section shall
be kept confidential by Customer's internal and external auditors.
9. IMPROPER PAYMENTS. Neither Customer nor WISC will use any funds received
under the Agreement for illegal or otherwise improper purposes. Neither Customer
nor WISC will pay any commissions, fees or rebates to the other, nor favor any
employee of the other with gifts or entertainment of significant cost or value.
If either Customer or WISC has reasonable cause to believe that provisions of
this paragraph have been violated, such Party may audit the records of the
other, for the sole purpose of establishing compliance with such provisions.
10. WARRANTIES. WISC warrants that the services provided hereunder will be
provided in a workmanlike manner. Services not provided in a workmanlike manner
will be retendered. WISC also agrees that as to software programs and equipment
purchased or acquired for Customer pursuant to this Agreement that WISC will
seek repair, replacement or refund on behalf of Customer pursuant to the terms
of the applicable agreement if such products do not conform to the vendor or
manufacturer warranty. WISC MAKES NO OTHER WARRANTIES OR REPRESENTATIONS,
EXPRESSED OR IMPLIED, IN FACT OR IN LAW, INCLUDING THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY
SERVICE, PROGRAM OR EQUIPMENT AVAILABLE THROUGH WISC, WHETHER DEVELOPED BY WISC
OR LICENSED, PURCHASED, OR OTHERWISE OBTAINED BY WISC FROM A THIRD PARTY.
CUSTOMER, IN USING A PROGRAM, SERVICE OR EQUIPMENT PROVIDED BY WISC, WILL BE
DEEMED TO HAVE ACKNOWLEDGED THE ADEQUACY OF THE PROGRAM, SERVICE OR EQUIPMENT
FOR ITS INTENDED USE AFTER SEVEN (7) DAYS USE BY CUSTOMER. IN ADDITION, WISC
SHALL ONLY BE REQUIRED TO PASS THROUGH THE MANUFACTURER OR VENDOR WARRANTY
GRANTED TO WISC. CUSTOMER IS NOT WAIVING ANY MANUFACTURER OR VENDOR WARRANTIES
IF MADE AVAILABLE TO CUSTOMER BY ANY MANUFACTURER OR VENDOR.
11. LIMITATION OF LIABILITY. BECAUSE OF THE DIFFICULTY OF ASCERTAINING AND
MEASURING DAMAGES HEREUNDER, IT IS AGREED THAT EACH PARTIES' LIABILITY TO THE
OTHER FOR ANY TYPE OF COSTS, LOSSES, DAMAGES OR EXPENSES, ARISING OUT OF THIS
AGREEMENT OR THE SERVICES PROVIDED HEREUNDER SHALL NOT EXCEED ONE MILLION
DOLLARS ($1,000,000). THIS LIMIT OF LIABILITY DOES NOT APPLY TO AND IN NO WAY
LIMITS CUSTOMER'S OBLIGATIONS TO PAY FOR ALL ITEMS ON THE FINAL COMMITMENTS LIST
AND ALL AMOUNTS DUE FOR SERVICES HEREUNDER. WISC WILL NOT BE RESPONSIBLE FOR ANY
LOSS OR DAMAGE TO PROPERTY OF ANY KIND OWNED OR LEASED BY CUSTOMER EXCEPT AND TO
THE EXTENT SUCH LOSS OR DAMAGE TO PROPERTY IS CAUSED BY WISC'S NEGLIGENCE OR
WILLFUL MISCONDUCT. IN NO EVENT SHALL EITHER WISC OR CUSTOMER BE LIABLE FOR ANY
INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES SUCH AS LOSS OF PROFITS OR
ANTICIPATED PROFITS, LOSS OF USE OR DATA IN CONNECTION WITH, OR ARISING OUT OF
THE SERVICES PROVIDED UNDER THIS AGREEMENT WHETHER BASED UPON ANY THEORY IN
CONTRACT OR IN TORT
B-5
6
AND WHETHER THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS.
12. INDEMNIFICATION. Subject to Paragraph 11, the Customer will, jointly and
severally, and to the fullest extent permitted by applicable law, indemnify and
hold harmless WISC, The Xxxxxxxx Companies Inc. and any of its subsidiaries and
their respective officers, directors, agents and employees (collectively, the
"WISC Indemnitees") from and against all claims, demands, damages, losses,
liabilities, costs or expenses (including, without limitation, reasonable
attorney's fees and expenses) (collectively, "Costs") incurred or suffered by
any WISC Indemnitee which result from or arise out of the negligent or willful
misconduct of Customer regarding the Services.
Subject to Paragraph 11, WISC will, jointly and severally, and to the
fullest extent permitted by applicable law, indemnify and hold harmless Customer
and any of its subsidiaries and their respective officers, directors, agents and
employees (collectively, the "Customer Indemnities") from and against all
claims, demands, damages, losses, liabilities, costs or expenses (including,
without limitation, reasonable attorney's fees and expenses) (collectively,
"Costs") incurred or suffered by any Customer Indemnitee which result from or
arise out of the negligent or willful misconduct of WISC regarding the Services.
13. TERMINATION.
A. WISC shall have the right to terminate this Agreement (i) after sixty
(60) days written notice upon the failure of Customer to timely and fully pay
any undisputed amounts in any invoice within thirty (30) days of the due date;
or (ii) immediately and without notice upon insolvency or the commencement of
any proceedings under any bankruptcy or insolvency laws by or against Customer;
or (iii) immediately and without notice upon the assignment by Customer of all
or substantially all of its property for the benefit of its creditors.
B. Customer shall have the right to terminate this Agreement or seek
specific performance or pursue other legal remedies upon failure of WISC to cure
any default in the performance of its obligations hereunder after sixty (60)
days of WISC's receipt of written notice regarding such default. Customer shall
further have the right to terminate this agreement (i) immediately and without
notice upon the insolvency or the commencement of any proceedings under any
bankruptcy or insolvency laws by or against WISC; and (ii) immediately and
without notice upon the assignment by WISC of all or substantially all of its
property for the benefit of its creditors.
C. Notwithstanding subsections A, and B above, either Party may terminate
this Agreement by giving twelve (12) months prior written notice.
14. FEES AND COSTS UPON TERMINATION
A. Costs. Upon termination of this Agreement at any time, Customer agrees to
pay WISC the following amounts:
(1) all items listed on the final Commitments List;
B-6
7
(2) all amounts due for Services hereunder as of the date of termination.
B. Ownership. Upon the termination of this Agreement and upon payment by
Customer of all amounts due, all WISC-owned equipment acquired solely for use by
Customer, excluding leasehold equipment and improvements, for which Customer
remains obligated to pay the entire amount (full purchase price) or for which
Customer has already paid the entire amount (full purchase price) under this
Agreement, shall become the sole property of Customer as well as all other
property and rights due Customer at termination and WISC shall have no ownership
or proprietary rights to such equipment. This Agreement shall serve as the
document of assignment and title transfer of such property and rights to
Customer free and clear of all claims, except as provided to the contrary in
this Agreement. As to software licensed to WISC, solely for the benefit of
Customer, WISC will use its best efforts to assign such software to Customer,
provided the Parties agree to be bound by the license agreements in transferring
or assigning any rights or obligations.
C. Historical Data Services. Upon termination of this Agreement and payment
by Customer of all amounts due, payment of any termination fee, payment for all
commitments listed on the Commitments List, WISC shall supply Customer with
historical data relating to the Services provided hereunder.
15. FORCE MAJEURE. Neither Party will be liable to the other by reason of
failure in performance of this agreement if the failure arises out of acts of
God, acts of the other Party, acts of governmental authority, strikes, fires,
delays in transportation, unavailability of communications or energy sources,
sabotage, riots, or war or any other Force Majeure cause. An event of Force
Majeure shall not operate to relieve the Party affected from the payment of any
fees for services previously rendered under this Agreement or for items on the
Commitments List. However, the party affected by the Force Majeure event shall
promptly notify the other Party and take all reasonable actions to promptly
remedy or remove the Force Majeure situation. If the Force Majeure situation is
not remedied within 30 days, the other Party shall have right to seek
termination of this Agreement.
16. ASSIGNMENT. Customer shall not have the right to assign this Agreement
without the prior written consent of WISC, which consent will not be
unreasonably withheld; provided that either Party may assign this Agreement,
without the consent of the other party, to a successor or a surviving
corporation in a merger or consolidation in which it is a Party or to any person
that acquires all or a majority of its stock or assets. WISC shall not have the
right to assign its obligations under this Agreement, except to a subsidiary or
affiliate, without the prior written consent of Customer, which consent will not
be unreasonably withheld.
17. INSURANCE. Both Parties will procure, pay for and maintain the following
insurance during the term of this Agreement and provide to the other
certificates of insurance with insurance companies satisfactory to each Party
evidencing the maintenance of insurance coverages indicated below:
Certificates shall include a 30-day notice of cancellation in favor of the
other Party, except in the event of non-payment of premium in which case a ten
(10) day notice of cancellation will be acceptable.
B-7
8
Workers' Compensation Insurance complying with the laws of the state or
states in which work is to be performed, whether or not Customer or its
subcontractors are required by such laws to maintain such insurance and
employer's liability insurance with limits of $100,000 each accident, including
occupational disease coverage with a limit of $100,000 each employee and
$500,000 disease policy limit.
Commercial or Comprehensive General Liability insurance on an occurrence
form with a combined single limit for bodily injury and property damage of
$1,000,000 each occurrence and $2,000,000 annual aggregate, including coverage
for premises operations, independent contractors, personal injury,
products/completed operations, broad form contractual, broad form property
damage and advertising injury.
WISC and Customer waive their rights, and, to the extent possible, their
underwriter's rights, of subrogation against the other, and the other's
officers, directors, agents and employees thereof, and corporate shareholders
and corporate shareholder's officers, directors, agents and employees, providing
that such waiver in writing, prior to loss, does not void or alter coverage.
Such waiver shall also extend to companies and legal entities that control, are
controlled by, are subsidiaries of or are affiliated with the other Party and
the other Party's respective officers, directors, agents, employees and
shareholders of such companies or entities.
In the event coverage is denied or reimbursement of a properly presented
claim is disputed by a Party's insurance carrier(s), the Party shall, upon
written request, provide the other Party with a certified copy of the involved
insurance policy or policies within ten (10) business days of receipt of such
request.
The maintenance of insurance shall in no way limit or affect the extent of
either Party's liability.
18. ENTIRE AGREEMENT. Customer represents that it has read this Agreement,
understands it and agrees to be bound by its terms and conditions. Customer
further agrees that this Agreement constitutes the entire agreement between the
Parties with respect to the subject matter hereof and that this Agreement
supersedes all proposals oral or written, all previous negotiations and
agreements and all other communications between the Parties with respect to the
subject matter hereof. The Parties further agree that any terms and conditions
of any purchase order or other instrument issued by either Party in connection
with this Agreement which are in addition to, or inconsistent with, terms and
conditions of this Agreement, shall not be binding upon either Party unless
signed by both Parties.
19. AMENDMENTS. This Agreement may be modified only by a written instrument
duly executed by an authorized representative of WISC and Customer.
20. GOVERNING LAW. This Agreement shall be construed in accordance with the
laws of the State of Oklahoma, without regard to its choice of law provisions.
Should any conflict arise concerning the terms of this Agreement which shall
result in litigation, the Parties agree that the exclusive jurisdiction and
venue for such litigation shall be in the applicable state or federal courts in
Tulsa, Oklahoma and the Parties hereby expressly waive
B-8
9
any and all objections to the exclusive jurisdiction and venue of any such
litigation in Tulsa, Oklahoma.
21. SEVERABILITY. If, but only to the extent that, any provision of this
Agreement is declared or found by a court of competent jurisdiction to be
illegal, unenforceable, or void, then both Parties shall be relieved of all
obligations arising under such provision, it being the intent and agreement of
the Parties that this Agreement shall be deemed amended as it related to the
jurisdiction involved by modifying such provision to the extent necessary to
make it legal and enforceable while preserving its intent. If that is not
possible, another provision that is legal and enforceable and achieves the same
objective shall be substituted. If the remainder of this Agreement is not
affected by such declaration or finding and is capable of substantial
performance, then the remainder shall be enforced to the extent permitted by
law.
22. INDEPENDENT CONTRACTOR. In performing the services hereunder, WISC shall
operate as and have the status of an independent contractor, subject only to the
general direction of the Customer regarding the Services to be rendered as
opposed to the method of performance of the Services.
23. DISPUTE RESOLUTION. The Parties will attempt in good faith to resolve
any claim or controversy arising out of this Agreement by negotiations between
senior executives of the Parties who have settlement authority and who do not
have direct responsibility for the administration of this Agreement. If the
matter has not been resolved within sixty (60) days from the date either Party
notified the other of its dispute, either Party may initiate other means of
alternative dispute resolution of the controversy in accordance with the then
appropriate rules and procedures of the Center for Public Resources or American
Arbitration Association or pursue its rights and remedies with a court of
competent jurisdiction.
24. CONSTRUCTION. Except where otherwise expressly provided, all references
to sections, paragraphs or attachments in this Agreement will be deemed to be
references to such sections and paragraphs of this Agreement or the attachments
to this Agreement, respectively. The recitals are incorporated herein by
reference as though repeated fully.
25. WAIVER. Any waiver of this Agreement or of any covenant, condition, or
agreement to be performed by a Party under this Agreement shall (i) only be
valid if the waiver is in writing and signed by an authorized representative of
the Party against which such waiver is sought to be enforced, and (ii) apply
only to the specific covenant, condition or agreement to be performed, the
specific instance or specific breach thereof and not to any other instance or
breach thereof or subsequent instance or breach.
26. COUNTERPARTS. This Agreement may be executed in several counterparts,
each of which shall be deemed an original and all of which shall together
constitute one and the same document.
B-9
10
27. NOTICES. Any notice required or permitted to be made or given to either
Party hereto shall be in writing, and will be deemed sufficiently served if
dispatched by certified mail, return receipt requested; hand delivered; sent by
overnight delivery service; or facsimile with confirmation of receipt to the
addresses specified below:
If notice is from WISC to Customer:
VICE PRESIDENT, APPLICATIONS-NETWORK
XXXXXXXX COMMUNICATIONS GROUP, INC.
XXX XXXXXXXX XXXXXX
XXXXX, XX 00000
If notice is from Customer to WISC:
SUPERVISOR, CONTRACT ADMINISTRATION MD 33-1
XXXXXXXX INFORMATION SERVICES CORPORATION
XXX XXXXXXXX XXXXXX
X.X. XXX 0000
XXXXX XX 00000
AGREED AND ACCEPTED as of the day and year first above written.
"WISC" "CUSTOMER"
XXXXXXXX INFORMATION SERVICES XXXXXXXX COMMUNICATIONS
CORPORATION GROUP, INC.
[STAMP]
By: /s/ XXXXX X. XXXXXXXX By: /s/ G. L. BEST
------------------------------ ------------------------------
Authorized Signature Authorized Signature
Typed Name: Xxxxx X. Xxxxxxxx Typed Name: G. L. Best
---------------------- ----------------------
Title: Senior Vice-President, Title: Vice President
Administration
--------------------------- ---------------------------
Date: September 30, 1999 Date: September 30, 1999
---------------------------- ----------------------------
B-10
11
SERVICE AGREEMENT
BETWEEN
XXXXXXXX INFORMATION SERVICES CORPORATION
AND
XXXXXXXX COMMUNICATIONS GROUP, INC.
ATTACHMENT A
(SERVICE LEVEL AGREEMENTS)
APPROVED: APPROVED:
"WISC" "CUSTOMER"
XXXXXXXX INFORMATION SERVICES XXXXXXXX COMMUNICATIONS
CORPORATION GROUP, INC.
[STAMP]
By: /s/ XXXXX X. XXXXXXXX By: /s/ G. L. BEST
------------------------------ ------------------------------
Authorized Signature Authorized Signature
Typed Name: Xxxxx X. Xxxxxxxx Typed Name: G. L. Best
---------------------- ----------------------
Title: Senior Vice-President, Title: Vice President
Administration
--------------------------- ---------------------------
Date: September 30, 1999 Date: September 30, 1999
---------------------------- ----------------------------
B-11
12
SERVICE AGREEMENT
BETWEEN
XXXXXXXX INFORMATION SERVICES CORPORATION
AND
XXXXXXXX COMMUNICATIONS GROUP, INC.
ATTACHMENT B
(SERVICES PROFILE)
APPROVED: APPROVED:
"WISC" "CUSTOMER"
XXXXXXXX INFORMATION SERVICES XXXXXXXX COMMUNICATIONS
CORPORATION GROUP, INC.
[STAMP]
By: /s/ XXXXX X. XXXXXXXX By: /s/ G. L. BEST
------------------------------ ------------------------------
Authorized Signature Authorized Signature
Typed Name: Xxxxx X. Xxxxxxxx Typed Name: G. L. Best
---------------------- ----------------------
Title: Senior Vice-President, Title: Vice President
Administration
--------------------------- ---------------------------
Date: September 30, 1999 Date: September 30, 1999
---------------------------- ----------------------------
B-12
13
SERVICE AGREEMENT
BETWEEN
XXXXXXXX INFORMATION SERVICES CORPORATION
AND
XXXXXXXX COMMUNICATIONS GROUP, INC.
ATTACHMENT C
(COMMITMENT LIST)
APPROVED: APPROVED:
"WISC" "CUSTOMER"
XXXXXXXX INFORMATION SERVICES XXXXXXXX COMMUNICATIONS
CORPORATION GROUP, INC.
[STAMP]
By: /s/ XXXXX X. XXXXXXXX By: /s/ G. L. BEST
------------------------------ ------------------------------
Authorized Signature Authorized Signature
Typed Name: Xxxxx X. Xxxxxxxx Typed Name: G. L. Best
---------------------- ----------------------
Title: Senior Vice-President, Title: Vice President
Administration
--------------------------- ---------------------------
Date: September 30, 1999 Date: September 30, 1999
---------------------------- ----------------------------
B-13
