EXHIBIT 10.01
APC PRODUCTS COMPANY HELP DESK SERVICES AGREEMENT
This agreement ("Agreement")is between CANMAX Retail Systems Inc., a
Wyoming corporation having a place of business at 000 Xxxx Xxxxxxxxx
Xxxxxxx, Xxxxxx, Xxxxx, 00000 ("CANMAX") and ARCO Products Company,
a division of Atlantic Richfield Company, a Delaware corporation, and
Prestige Stations Inc., a Delaware corporation and a wholly owned
subsidiary of Atlantic Richfield Company, a Delaware corporation, both
having a place of business at, 0 Xxxxxxxxxxxx Xxxxx, Xx Xxxxx, XX
00000-0000 (collectively herein known as "APC").
CANMAX will provide the following services described in this
Agreement.
1. Services. CANMAX shall provide the resources and services as set
forth in the attached Schedule A ("Help Desk Services"). Help
Desk Services will be performed at APC locations as noted in
Exhibit A ("Site Profiles Report").
2. Performance Standards. The obligations of the parties with regard
to the delivery of Help Desk Services shall be in accordance with
the terms set forth in the attached Schedule B ("Performance
Standards and Acceptance Criteria").
3. Payment and Taxes. APC agrees to pay CANMAX for the Help Desk
Services in the amounts and at the times set forth in attached
Schedule C ("Payments and Taxes").
4. Other Terms and Conditions. Other terms and conditions which apply
to this Agreement are set forth in attached Schedule D.
Effective Date: June 6, 1997.
Term: December 31, 1999
The parties have executed this Agreement on this 6th day of June,
1997.
ARCO Products Company CANMAX Retail Systems, Inc.
A Division of Atlantic Richfield a Wyoming corporation
By: /s/ Xxx Xxxxx By: /s/ X. X. Xxxxxxxxx
Name: Xxx Xxxxx Name: X. X. Xxxxxxxxx
Title: Procurement Mgr. Title: VP Sales & Marketing
Date: June 2, 1997 Date: June 6, 1997
Prestige Stations, Inc.,
a Delaware corporation
By: /s/ Xxx Xxxxx
Name: Xxx Xxxxx
Title: Procurement Mgr.
Date: June 2, 1997
SCHEDULE A
SERVICES
1. Help Desk Services. CANMAX will provide first-line Help Desk
Services as set forth below to the APC owned and franchisee owned
stores identified in Exhibit A. Each store is considered an
individual "Site"; collective "Sites" are designated in Exhibit
A - "Site Profiles Report" for the following software / hardware
products:
Point of Sale (POS) System Hardware/Software
. NCR 2760 Hardware
. NCR 7054 Hardware
. NCR MRX Operating System
. NCR DOS Operating System
In-Store Processor (ISP) Hardware/Software
. ISP Hardware
. SCO Xenix Operating System (Version 02.03.04)
. CANMAX C-Serve Software (Version 01.05.03C)
Miscellaneous Hardware/Software associated with POS System:
. Modems
. Mlink Communications Software (Version 6.07)
. Suntronics Island Card Readers
Disk Space Monitoring:
CANMAX shall access stores remotely via Mlink to check hard disk
usage to ensure hard disk space is available to enable daily
operations and prevent the hard disk from reaching capacity. Disk
space will be cleared to ensure ongoing uninterrupted operation.
Reset Day Numbers:
CANMAX shall access stores remotely via Mlink to check system
status on day 255. If the store is close to day 255 (greater than
day 250), the CANMAX Help Desk will coordinate with the site to
schedule to reset the Site to day 1.
CANMAX will use commercially reasonable effort to perform the Help
Desk Services. Some problems may be related to systems and/or
equipment not supported by CANMAX under this Agreement. In such
situations, however, CANMAX will, to the extent practicable and
reasonable, assist APC in the diagnosis of the problem.
2. Other Services.
. Help Desk Services include, but are not limited to, general
assistance and guidance that may from time to time be required in
reference to the operation of the software applications. This
service will include reasonable assistance in restarting the system
after a power failure resulting from conditions other than those
created by APC or by any hardware failures.
. At APC's request, CANMAX will train APC personnel in operational
matters or assist in data file recreation under mutually agreed
upon terms and conditions to be set forth in a written supplement
to this Agreement, or as set forth in Exhibit D or as set forth on
specific APC Purchase Order.
. APC may, at its option and under mutually agreed upon terms and
conditions, request assistance from CANMAX with problem resolution
at specific APC sites.
. At APC's request, CANMAX will evaluate Requests for Enhancement to
the C-Serve software which may be necessary for APC business
operations. Such development effort will be subject to an initial
Technology Review to determine if such changes are technically
feasible with the current configuration for hardware, software and
operating system. Such development effort will be set forth in a
written supplement to this Agreement or on an APC Purchase Order.
CANMAX will provide full and complete quotes on rates to complete
necessary work.
. CANMAX shall maintain a current database of hardware, software, and
pertinent Site information as provided by APC for all Sites listed
on Exhibit A to this Schedule A.
. CANMAX shall maintain a Help Desk Operational Procedure Manual,
(the "Manual"), as attached in Exhibit B to this Schedule A,
detailing Help Desk procedures, including but not limited to,
general information about Help Desk Services provided; contact
names; hours of operation; contingency planning; Site information;
guidelines for logging, dispatching, and escalating calls; and
system monitoring and monthly performance reporting. The initial
Manual must be approved by APC and CANMAX prior to adoption for
use. Upon mutual consent of APC and CANMAX, the initial Manual
may be modified or revised through the Change Control Process set
forth in Exhibit C to this Schedule A.
SCHEDULE B
PERFORMANCE STANDARDS AND ACCEPTANCE CRITERIA
Help Desk Services will be performed according to the standards and
operational processes and procedures set forth in the Manual, which
shall be maintained by the CANMAX Help Desk Manager. The parties
agree that the current Manual attached in Schedule A, Exhibit 2, will
provide the standards for the delivery of, and the obligations of the
parties with respect to, Help Desk Services.
SCHEDULE C
PAYMENTS & TAXES
Payment.
In accordance with the Agreement, APC will pay CANMAX and CANMAX shall
accept payment as full compensation for Help Desk Services delivered
to APC.
For each Site, documented as active on the first day of each month,
CANMAX will charge APC:
Charge Active Sites
$129.33 per month per Site 409+ Sites - 250 Sites
$196.33 per month per Site 249 Sites - 100 Sites
In the event the total number of Sites supported by CANMAX become
fewer than 100, a maximum of $259.33 per month per Site, may be
charged.
Invoicing.
During the term of this Agreement, CANMAX agrees to collect payment
from APC with quarterly invoices that will be billed on the third work
day of each month.
Invoices should detail, by Site, all charges and fees. Original
invoice should be sent to the following address:
ARCO Products Company
Attn: Accounts Payable
0 Xxxxxxxxxxxx Xxxxx
XxXxxxx, XX 00000-0000
A duplicate Invoice should be sent to:
Xxxxxxx Ring
0 Xxxxxxxxxxxx Xxxxx
XxXxxxx, XX 00000-0000
for review and approval at least 15 days prior to expected payment
date.
Site System Installations.
APC will notify CANMAX, either via fax or electronic correspondence
when a Site is no longer (active) operating the POS System or if a new
Site is added to be serviced. CANMAX shall only charge for Sites that
were active on the first day of each month. However, if a Site
continues to request services, after CANMAX has been notified by APC
that the Site should no longer be active, the Site may continue to be
charged for each month in which a service was requested. CANMAX will
notify APC, either via fax or electronic correspondence, each time a
request for service comes from a Site that is not considered active.
Taxes.
APC shall pay any sales or use taxes applicable to services rendered
under this Agreement.
SCHEDULE D
OTHER TERMS AND CONDITIONS
Term and termination
Either party may terminate this Agreement without cause with
written notice of 120 days.
General:
Invoices are payable net 15 days. Past due payments shall bear
interest at the rate of 10% per annum until paid.
CANMAX shall xxxx APC at a rate of $100.00 per hour for training
personnel on operational matters or assisting with data file
recreation. A written estimate and approval for such work must be
obtained in advance from APC prior to such work being charged on
an invoice.
CANMAX shall charge APC CANMAX's cost for priority communications
including mail, courier or other specific expediting procedures
that may be requested by APC.
In contacting the CANMAX Help Desk, APC will use the CANMAX
Emergency Hotline (0-000-000-0000). CANMAX will contact APC
through the APC Regional Help Desk at 1-800-ARCO-FIX.
Help Desk Services that are required as a result of sole
negligence on the part of APC, its officers, employees, third
parties or other authorized personnel having access to the system,
whether due to non-conformance to operating procedure, damages
resulting from other than CANMAX application software or external
causes, will be at the expense and responsibility of APC.
APC agrees that CANMAX shall not in any event be responsible for
incidental, special or consequential damages including, without
limitation, lack of anticipated profits arising out of the
transactions covered by this Agreement. In no event shall CANMAX
have any liability to APC arising from the acts or omissions of
third parties.
This Agreement shall not be assignable by either party hereto
without prior written consent of the other party, except that
APC may assign this Agreement to any affiliated company or to any
successor to APC of that portion of its business in which the
supported software is utilized. For purposes of this section, the
parties agree that a change in the equity ownership of either
party shall not constitute an assignment of this Agreement.
This Agreement shall be governed by and construed according to the
laws of the state of Texas, USA, without regard to applicable
conflicts of laws principles.
