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GENERIC CONTRACT
INFORMATION SYSTEMS SERVICES AGREEMENT
THIS AGREEMENT made as of the 1st day of July, 1998.
BETWEEN:
UMC RESOURCES CANADA LTD., an Alberta corporation with its head office at Xxxxx
0000 000 - 0xx Xxxxxx X.X., Xxxxxxx, Xxxxxxx X0X 0X0.
("UMC")
- and -
SYSGOLD LTD., an Alberta corporation with its head office at 000, 000 - 0xx
Xxxxxx XX. Xxxxxxx. Xxxxxxx, X0X 0X0 ("SysGold")
WHEREAS:
(a) UMC Resources desires to outsource some of its computer and information
systems functions, to ensure continuity and reliability in its computer and
information Systems operations for an extended period
(b) SysGold has agreed to provide such services upon the terms and conditions
set forth below.
IT IS AGREED THAT:
1. SysGold shall provide computer and information systems operating and
consulting services to UMC Resources described and for the consideration set
forth in the attached Schedule A.
2. SysGold shall provide additional computer and information systems operating
and consulting services (not specifically set forth in Schedule A) to UMC
Resources if, as and when requested by UMC. SysGold shall charge UMC Resources
for such additional work at its then current standard commercial billing rates
charged to third parties for similar work.
3. This Agreement is effective from July 1, 1998 until June 30. 1999, and
automatically renews thereafter for successive 3 month terms unless either party
gives written notice of termination to the other party 60 days prior to the end
of the current term.
4. Either party may terminate this contract with 30 days notice, if the other
party is failing to meet its obligations under the contract.
5. SysGold may change specific consultants assigned to support UMC Resources
with 30 days notice. UMC Resources also reserves the right to request that
SysGold change personnel assigned to the account with 30 days notice.
6. SysGold shall invoice UMC Resources at the end of each month for services
rendered during that month. Such invoices shall be accompanied by statements
which identify the relevant accounts, services, credits and charges, summarized
by appropriate classifications, except that unusual charges and credits shall be
separately identified and described in detail. UMC Resources shall pay all
invoices rendered within 30 days of receipt thereof. If any invoice or amount is
not paid when due, the unpaid amount shall bear interest at a nominal rate of
18% per annum (1.5% per month) Payment of any invoice shall not prejudice UMC's
right to protest or question the correctness thereof; provided however, all
invoices and statements rendered to UMC Resources shall be conclusively be
deemed to be true and correct 90 days following rendering thereof, unless UMC
Resources takes written exception thereto within the said 90 days and makes
claim to SysGold for adjustment.
7. Any controversy, uncertainty or difference arising out of this Agreement or
in respect of the terms thereof that cannot be resolved by discussion between
the parties hereto shall be submitted to arbitration, under the Arbitration Act
of Alberta.
8. This Agreement is governed by the laws in force in Alberta.
9 Time is of the essence in this Agreement.
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10. The terms of this Agreement express and constitute the entire agreement
between the parties in respect of the matters set forth herein. No implied
covenant or liability is created or shall arise by reason of this Agreement or
anything herein contained. No amendment or variation of the provisions of this
Agreement shall be binding upon any party unless it is evidenced in writing and
executed by all parties hereto.
11. This Agreement shall be binding upon and shall endure to the benefit of the
parties hereto and their respective successors, receivers, receiver-managers,
trustees and permitted assigns. Neither party may assign its interest in this
Agreement or any monies due or claim arising hereunder, or subcontract all or
any portion of the services to be provided hereunder, without the prior written
consent of the other party, which consent shall not be unreasonably withheld.
Such consent to any assignment or subcontracting shall not relieve a party from
its primary obligations pursuant to this Agreement.
12. UMC Resources agrees that former SysGold employees shall not be allowed to
work indirectly or directly for UMC Resources until a period of six months after
termination of this contract. Without limiting the generality of the foregoing,
it shall include, but not be limited to, employment by UMC, employment by
another party who contracts with UMC, contracting, subcontracting, agency,
partnership, or any other association. Should UMC Resources breach this covenant
(which covenant shall survive the termination of the Contract), UMC Resources
shall pay to SysGold as liquidated damages and not a penalty, an amount equal to
50% of any fees or gross income earned during that period, which amount shall be
due and payable on demand. Additionally, it is agreed that SysGold may enforce
this covenant by an injunction or otherwise.
13. SysGold agrees to keep confidential the affairs of UMC, its affiliates and
subsidiaries and not to divulge or make use of any confidential or other
information in connection with the same, whether or not such information is in
the public domain, including the names of and dealings with any clients of UMC
Resources or its affiliates or subsidiaries. If requested by UMC, all SysGold
employees who work for UMC Resources shall sign confidentiality agreements.
IN WITNESS WHEREOF, the parties have executed and delivered these presents as of
the day and year first above written.
UMC RESOURCES CANADA LTD. SYSGOLD LTD.
Schedule A
Services & Remuneration
1. Consultants. SysGold will provide consulting services to UMC Resources at a
rate of $45/60/$801$100/$120/$150 per hour for Apprentice, Junior, Intermediate,
Senior, Expert and Principal resources.
2. SysGold will provide the services of an Apprentice Consultant to UMC, on a
full-time basis for a fee of $6,000 per month. Full-time shall mean
approximately 8 hours per working day. If the consultant is required to work
more than 8 hours per day, averaged over a month, UMC Resources will pay
$45/hour discounted at 20%, for hours in excess of that, calculated on a monthly
basis.
3. The Consultant shall initially be Xxxxx Xxxxxxxx, and will continue to be Xx.
Xxxxxxxx as long as he remains employed by SysGold. If Xx. Xxxxxxxx should leave
SysGold's employ, a replacement Consultant must be someone acceptable to UMC.
The replacement resource will assume responsibilities at UMC after a suitable
transition period to familiarize them with the site. This transition period will
be at no cost to UMC.
4. SysGold will also provide the services of an Intermediate Consultant to UMC
on an hourly basis at $80 per hour less 10%.
5. The initial resource assignment is for a period of 3 months. A review of
staffing requirements will be conducted in late September to determine the
appropriate level of resource required for the account
6. If other SysGold resources are required they will be billed at 1998 rates
defined in clause 1
7. The scope of work covered by the consultants will be support. Small projects
may also be covered during support coverage. Larger projects will be defined,
estimated, and billed separately.
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8. Hardware. SysGold will purchase all required Network and PC hardware, and
desktop software for UMC Resources. Prices will be based on a cost plus 10%
arrangement.
9. Computers. UMC Resources will provide access for SysGold staff to PC's of a
type appropriate for the kind and nature of work SysGold performs for UMC.
10. Travel Expenses. UMC Resources will reimburse all travel and accommodation
costs associated with support provided by SysGold to UMC's field operations.
11. The network and desktop PC services to be performed by the consultant may
include the following:
a) Disk Management
- Daily, Weekly & Monthly Server backups and tape rotation,
including off site storage.
- Server disk maintenance, ie. prodding users to delete files,
cleanup of logs and temporary files.
b) Hardware Management
- Keep hardware inventory, floor plans.
- Hardware maintenance; troubleshoot PC, printer, and network
problems. PC optimization.
- Install and maintain hardware at remote sites designated by
UMC.
c) Security Management
- Set up new user ID's, delete obsolete ID's.
- Maintain security, including checking logs for symptoms of
security problems.
- Update virus detection on a monthly basis.
d) User Support
- Regular meetings with user representatives for scheduling
downtime, resolving issues.
- Coaching users on LANIWAN and application software use.
- Maintain, monitor and resolve user issues tracked by the
help desk.
e) Communications
- Maintain communications server.
- Set up remote sites for hookup to LAN/WAN through
communications server.
- Maintain Email system, including Internet links.
f) Network Software
- Install upgrades and new LAN/WAN software releases.
g) Application Software
- Test application software candidates.
- Install application software. Create automated application
software upgrades with scripts.
- Maintain software license inventory.
