1
EXHIBIT 10.1
Specific Co-Operation and Development Agreement (II)*
* Certain portions of this Exhibit have been omitted and filed separately under
an application for confidential treatment.
2
SCDA (II) Page 1
SPECIFIC CO-OPERATION AND
DEVELOPMENT AGREEMENT (II)
MICROCELL [***]
CONSULTING SERVICES
FOR [***]
1 GENERAL
1.1 THIS SPECIFIC DEVELOPMENT AND CONSULTING AGREEMENT (II) (this
"Agreement") is made and entered into this 9th day of March,
2001, by and between Microcell Labs Inc. ("Microcell"), a
Canadian corporation with offices at 0000 Xxxx-Xxxxxxxx Xxxx
Xxxx, Xxxxx 000, Xxxxxxxx, Xxxxxx, Xxxxxx, and XX.XXX Canada
Company ("OZ"), a Nova Scotia Company, with an office at 0000
Xxxx Xxxxxxxx Xxxx Xxxx, Xxxxx 000, Xxxxxxxx, Xxxxxx, Xxxxxx, and
is made under the general terms of a General Co-Operation and
Development Agreement ("GCDA") entered into between 3044016 Nova
Scotia Company and Microcell Labs on November 8, 2000.
2 NAMES OF COORDINATORS OF EACH PARTY
2.1 The coordinating party for OZ will be:
Xxxxxx Xxxxxxxx
Address: 0000 Xxxx Xxxxxxxx Xxxx West
Tel: 000-000-0000
Email: xxxxxx.xxxxxxxx@xx.xxx
2.2 The coordinating party for Microcell will be:
Xxxx-Xxxx Xxxxxxx
Address: 0000 Xxxx Xxxxxxxx Xxxx West
Tel: 000-000-0000
Email: xxxx.xxxxxxx@xxxxxxxxx.xx
3 SUMMARY OF WORK TO BE DELIVERED (WORK PRODUCTS)
3.1 OZ agrees to provide, and Microcell agrees to accept, the
services and products described in Exhibit A hereto ("Work
Product").
[***] These provisions have been omitted and filed separately under an
application for confidential treatment.
3
SCDA (II) Page 2
3.2 All work shall be performed in a workmanlike and professional
manner. OZ and Microcell shall develop appropriate administrative
procedures for coordinating with each other. Microcell shall
periodically provide OZ with evaluations of OZ's performance.
3.3 Microcell acknowledges that OZ has, prior to the commencement of
this Agreement, worked together with Microcell for the benefit of
Microcell to prepare for its engagements set forth herein.
4 IDENTIFICATION OF PREEXISTING WORKS.
4.1 OZ shall have the right to determine the method, details, and
means of performing the work to be performed for Microcell.
Notwithstanding any provision of this Agreement to the contrary,
any routines, libraries, tools, methodologies, processes or
technologies created, adapted or used by OZ in its business
generally, including all associated intellectual property rights
(collectively, the "Development Tools") shall be and remain the
sole property of OZ, and Microcell shall have no interest in or
ownership claim to such Development Tools. In addition,
notwithstanding any provision of this Agreement to the contrary,
OZ shall be free to use any ideas, concepts or know-how developed
or acquired by OZ during that performance of this Agreement to
the extent obtained and retained by OZ's personnel as impressions
and general learning.
5 DESCRIPTION OF WORK PRODUCTS
5.1 As more fully detailed in Exhibit A, Work Products will include
any written reports, concept descriptions, feature lists,
marketing material, data compilations, feasibility studies, and
any other media, materials, or other objects produced as a result
of OZ's work or delivered by OZ in the course for performing that
work. OZ agrees to maintain agreements or commitments from key
personnel assigned to work on projects for Microcell, so such
personnel remain available for completion and follow-up support
as reasonably appropriate in the interest of efficiency and
continuity of resources.
6 FEES, EXPENSES, AND PAYMENT
6.1 In consideration of the services to be performed by OZ consistent
with this Agreement, OZ shall be entitled to compensation as set
forth in Exhibit A. In addition to these fees, Microcell shall
pay OZ its actual out-of-pocket expenses as reasonably incurred
by OZ in furtherance of its performance hereunder. OZ agrees to
provide Microcell with access to such receipts, ledgers, and
other records as may be reasonably appropriate for Microcell or
its accountants to verify the amounts and nature of any such
expenses.
6.2 At the beginning of each month, OZ shall deliver a statement to
Microcell detailing charges based on work performed and expenses
incurred during the previous month. Invoices shall be delivered
according to Exhibit A.
4
SCDA (II) Page 3
Payment of such invoices shall be made in accordance with Section
7.2. of the GCDA.
7 ACCEPTANCE OF DELIVERABLES
7.1 All Work Products shall be deemed fully approved and accepted if
OZ has not, within 30 days of delivery, received a notice from
Microcell stating otherwise.
8 LOCATION OF WORK FACILITIES
8.1 Substantially, all of the work will be conducted by OZ personnel
at the OZ facility using OZ tools and computing environment. If
deemed appropriate for specific activities, OZ personnel could be
working on a temporary basis at one of the Microcell locations in
downtown Montreal.
9 TERM AND TERMINATION
9.1 The term of this Agreement shall commence on the date set forth
above and shall continue as per "Performance Milestones and
Price" table in Exhibit A to SCDA II.
9.2 Either party upon written notice may terminate this Agreement, if
the other party performs a material breach of any obligation
provided hereunder and the breaching party fails to cure such
breach within 60 days from the date of receipt of notice of such
failure.
MICROCELL LABS INC. XX.XXX CANADA COMPANY
By: /s/ XXXX-XXXX XXXXXXX By: /s/ XXXXXX XXXXXXXX
----------------------- -----------------------
Title X.X. Xxxxxxx Title: X. Xxxxxxxx
0
XXXX (XX) Page 4
EXHIBIT A
TO SPECIFIC CO-OPERATION AND
DEVELOPMENT AGREEMENT (II)
DESCRIPTION OF WORK PRODUCTS
1 GENERAL
1.1 Oz already provided Microcell [***] with consulting services for
a period of 3 months during the fourth quarter of 2000 and a
period of 2 months during the first quarter of 2001, ending on
February 28th, 2001.
1.2 These services consisted namely of:
[***]
2 INITIAL PRODUCT OFFERING ACTIVITIES & DELIVERABLES -
[***]
[***] These provisions have been omitted and filed separately under an
application for confidential treatment.
6
SCDA (II) Page 5
3 [***]
4 [***]
[***] These provisions have been omitted and filed separately under an
application for confidential treatment.
7
SCDA (II) Page 6
PERFORMANCE MILESTONES AND PRICE
Mores specifically, XX.XXX commits to the performances and services in
consideration for a price as set forth below:
PERFORMANCE MILESTONE AVAILABILITY INVOICE DATE PRICE
--------------------- ------------ ------------ -----
CDN$ 616,002
(US$ 400,527)
[***] Dec.31, 2000 [***] [***]
[***] Feb.28, 2001 [***] [***]
[***] Mar.31, 2001 [***] [***]
-------------
(1) 1.00 Canadian dollars equals 0.6449 US dollars; Exchange rate, 15 Nov 2000:
0.6449 (1.5507)
(2) 1.00 Canadian dollars equals 0.6449 US dollars; Exchange rate, 15 Nov 2000:
0.6449 (1.5507)
(3) 1.00 Canadian dollars equals 0.6546 US dollars; Exchange rate, 15 Feb 2001:
0.6546 (1.5276)
(4) 1.00 Canadian dollars equals 0.6546 US dollars; Exchange rate, 15 Feb 2001:
0.6546 (1.5276)
[***] These provisions have been omitted and filed separately under an
application for confidential treatment.
8
SCDA (II) Page 7
MICROCELL LABS INC. XX.XXX CANADA COMPANY
By: /s/ XXXX-XXXX XXXXXXX By: /s/ XXXXXX XXXXXXXX
----------------------- -----------------------
Title: V.P. Labs Title: X. Xxxxxxxx
