THIS AGREEMENT made this 11th day of February, 2000
BETWEEN:
THE MOTOR PAGES, a division of Xxxxxx.xxx, Inc. having an office in the
City of Toronto, in the Province of Ontario (Hereinafter "the Motor
Pages")
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Wm. XXXX PUBLISHING LTD., a corporation having an office in the City of
Xxx Xxxxx, in the Province of Ontario (Hereinafter "the Canadian Black
Book")
TECHNOLOGY PARTNERSHIP AGREEMENT
--------------------------------
WHEREAS This Technology Partnership Agreement is intended to formally
express the desire of both the Motor Pages and the Canadian Black Book to work
cooperatively in the promotion of information technologies including, but not
limited to, customized applications for the Internet and World Wide Web and the
implementation of an Internet Marketing Strategy;
AND WHEREAS it is the desire of The Motor Pages to provide
computer-mediated information services for the Canadian Black Book;
AND WHEREAS the Motor Pages has developed an Automotive Internet Portal
for both the consumer and area dealers featuring a dealer-to-dealer network, an
online management system and offering support services and complete solutions to
business for the wholesale industry;
AND WHEREAS the Motor Pages is dedicated to working together with its
clients to improve their productivity and strategic position through clear and
concise use of information technologies. The Motor Pages is committed to
supplying the finest in content, quality and value to its clients;
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AND WHEREAS the Canadian Black Book is the provider of "black book" in
hard copy to over 72,000 dealers across Canada;
AND WHEREAS the initial goal of the parties is to design and develop an
E-Commerce solution to facilitate online subscriptions to allow the Motor Pages'
dealer network to obtain online valuations from the databases of the Canadian
Black Book and to implement an Internet Marketing Strategy;
NOW THEREFORE this Agreement witnesseth that in consideration of the
covenants and mutual agreements herein, the parties hereto agree as follows:
1. Duration
--------
This Agreement will continue until such time as one or both parties
provide thirty (30) days notice in writing to the other of their intention to
withdraw from this Technology Partnership Agreement.
2. Termination
-----------
Notice must be forwarded by registered mail to the offices of PTI or
SCIC. In the event this Agreement is terminated, each party will calculate the
amount of any outstanding financial obligations due to either party, if any, and
the parties agree that they will settle such amounts in full.
3. Communication
-------------
The parties agree that the primary contacts for each party to this
Agreement, at the time of signing and thereafter unless advised otherwise are as
follows:
The Motor Pages - Xxxxxx Xxxxxx
(000) 000-0000 or xxxxxxx@xxxxxxxxxxxxx.xxx
The Canadian Black Book - Xxxxx Xxxx
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4. Binding
-------
This Agreement shall be binding upon and shall ensure to the benefit of
the parties hereto and their respective heirs, successors and assigns.
5. Scope of Work
-------------
(a) Within the dealer-to-dealer network the Motor Pages agrees to
incorporate an online ability for dealers to ascertain the
value of a vehicle using an icon representing the Canadian
Black Book. Utilization of this icon will require an online
subscription to the service which will be facilitate by an
E-Commerce model.
(b) Subscriptions will be on an annual basis to allow assignment
of a password for additional queries on other vehicles.
(c) The Motor Pages agrees to design and develop the model for the
Canadian Black Book at no cost.
(d) The Motor Pages agrees to initiate an online and traditional
marketing strategy in concert with the Canadian Black Book to
inform and market the service they are providing through the
automotive Internet portal site xxxxxxxxxxxxx.xxx.
(e) The Motor Pages agrees that it will be responsible for the
tagging and registering of subdirectories of the domain
xxxxxxxxxxxxx.xxx/xxxxxxxxx.
(f) The Canadian Black Book agrees that it will add
xxxxxxxxxxxxx.xxx logo to the physical publication of the book
on a regular basis.
(g) The Motor Pages agrees that the final document will be
provided to the Canadian Black Book for approval and nothing
will be presented online without the written approval of the
Canadian Black Book.
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8. Ownership
---------
The parties agree that all development work completed for the Canadian
Black Book will remain the property of the Canadian Black Book and may be
incorporated into the existing site xxxxxxxxxxxxxxxxx.xxx source codes included.
9. Financial
---------
The parties agree that this strategic alliance recognizes the mutual
benefit to be derived at such an endeavor and consequently neither party will
charge the other for any services rendered.
10. Entire Agreement
----------------
With respect to the subject matter of this Agreement, this Agreement:
(a) sets forth the entire agreement between the parties hereto and
any persons who have in the past or are now representing
either of them;
(b) supersedes all prior understanding and communications between
the parties hereto, oral or written; and
(c) constitutes the entire agreement between the parties hereto.
Each party hereto acknowledges that it shall have no right to rely upon
any amendment, promise, modification, statement or representation made or
occurring subsequent to the execution of this Agreement unless the same is in
writing and executed by each of the parties hereto.
[THE REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY]
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IN WITNESS WHEREOF the parties hereto have hereunto executed this
Agreement by the hand of its duly authorized officer as of the date and year
first above written.
THE MOTOR PAGES
Per: /s/ Xxxxxx X. Xxxxxx
--------------------------------
Per: CEO XxxXxxxxXxxxx.xxx
WM.XXXX PUBLISHING LTD.
Per: /s/ signature
-------------------------------
Per: DIR SLS MRKT.
DEDICATED SERVER RENTAL AGREEMENT
This web space rental agreement ("Agreement") is hereby entered into between Xx
Xxxx Publishing and The Motor Xxxxx.xxx herein after called ("The Alliance") and
____________________ ("Customer") on the following terms and conditions:
1. The Alliance. Dedicated Rental SErvice (the "Service") consists of
services provided to allow the Customer to offer content on the
internet off the Alliance's network. These services include, but are
not limited to, space on Alliance Dedicated Internet Server it store
HTML and related multimedia documents and files, the ability to
maintain their pages, accounts, and email accounts. The terms and
conditions of this agreement constitute the entire and only agreement
(collectively, the "Service Agreement" between Alliance and the
Consumer (hereby defined as one who has an account with Alliance for
the Service, including Customer (hereby defined as one who has an
account with the Alliance for the Service, including Customer
designated users with respect to the service) and supersede all other
communications and agreements with regard to the subject matter hereof.
2. Upon written notice to the Customer, Alliance my modify this Service
Agreement, including the price it charges for the service, and may
discontinue or revise and or all aspects of the Service. Written of
email notice must be provided within no fewer than 90 days of any
change to this Service Agreement of prices. Alliance may, not
withstanding anything set forth in this Service Agreement, discontinue
service in its sole discretion without prior notice.
3. CUSTOMER AGREES TO INDEMNIFY THE ALLIANCE AGAINST ANY LIABILITY FOR ANY
AND ALL USE OF CUSTOMER'S ACCOUNT. FURTHERMORE, CUSTOMER AGREES TO
INDEMNIFY AND HOLD ALLIANCE HARMLESS FROM ANY CLAIMS AND EXPENSES,
INCLUDING REASONABLE ATTORNEY'S FEES, RELATED TO CUSTOMER'S VIOLATION
OF THE SERVICE AGREEMENT OR CUSTOMER'S DIRECT OF INDIRECT DAMAGE TO
ANOTHER PARTY.
4. Host Environment Description: High-end dedicated server solution for
high-availability solutions. Configuration is a dual Pentium server
with RAID I SCSI arrays and 128 MB of RAM. If a problem arises with the
hardware, the Alliance engineers are responsible for repairing the
problem. The customer is provided full administrative access to the
operating system via either PCAnywhere (for NT servers) or Secure
Telnet (for Red Hat Linux servers). The server will be connected
directly to a core switch via a 100 MB FastEthernet connection for a
minimum of 128k of bandwidth (approximately 40GB per month) that can
burst to whatever traffic level is. Finally, the servers will be
monitored every minute and our technicians will repair any transitory
errors that arise.
24/7 monitoring on a 1 minute scan frequency. Engineers will attempt to
repair any problems immediately upon alert notification and will
contact customer if unable to repair the problems.
The Alliance will handle primary and secondary DNS if required 100
Base-T network connection
Minimum Dual Pentium 550 Processors
Minimum 128 MB of RAM 9expandable to 1GB)
Minimum SCSI RAID 1 hardware array (2, 9GB drives) 128kb scalable
bandwith (approximately 40GB per month) Regular backup
System Administration for site problem resolution will be available
24/7 via pager/cell phone reporting.
Webmaster will have a wireless connection to the net available at all
times
5. The System Development Environment
System Analysis:
Systems analysis services will be provided by our lead software
engineer with a minimum of 20 years industry experience in computer
systems, software design and a variety of business environments
allowing leveraging through cross discipline application of solutions.
Analysis will be conducted in close concert with the market development
plans and business objectives set forth from time to time.
System Design:
System design will be provided by our lead software engineer to
maintain continuity with the analysis objectives and close control over
time sensitivity of production plans.
System Implementation:
The systems will be deployed using cost efficient and presentation
effective tools and methologies. The primary development environment
will consist of ColdFusion server accessing Access and/or Oracle and/or
Progress relational databases. Java, Javascript, C++ and other
programming languages may also be deployed from time to time to address
specific evolving needs.
Data Conversion
Data conversion services will be provided to assist with maintaining
the integrity, accuracy and relevance of the contents of the website.
Database Management:
Database management services will be provided to keep the relational
database system operating efficiently with periodic maintenance to
remove redundant data and referential integrity verification. Database
design schema will be maintained to ensure an accurate picture of the
effect of any modifications to the underlying structure.
Data Encryption and Security:
Data security will be provided via data encryption to ensure the data
can only be used through the website. All web documents will also be
stored encrypted to reduce the possibility of accidentally exposing
the encryption mechanism. Technologies such as Cybercash and SSL will
also be deployed for secure transaction processing.
Customer is responsible for and must provide all telephone and other
equipment and services necessary to maintain Customers account
remotely. Customer is not allowed access to Landlord's premises for any
reason. All activities necessary for the normal maintenance of the
co-located server must be carried out by the Customer remotely through
the Internet. The Alliance (Unless otherwise authorized by Alliance)
will undertake any normal or emergency care of the dedicated server
upon written, emailed or faxed request by the Customer at Alliance's
normal per hour work rates.
6. Alliance is not liable for any errors or interruption in service,
whether within or outside of the Alliance's reasonable control. Service
may be temporarily unavailable for scheduled maintenance, either by
Alliance or by third party providers, or because of other causes.
Alliance agrees it will take all reasonable efforts to prevent such
errors from occurring and agrees to make every reasonable effort to
alert Customer of any potential problems which Alliance has control
over.
7. Alliance is not responsible for files and data residing on Customers
account. Customer agrees to take full responsibility for files and data
transferred and to maintain all appropriate backups of files and data
stored on Alliance servers. Alliance's tape back-up system is an
available service feature and is in place not be relied upon as
Customer's sole source of back-up protection.
8. Customer will comply with the rules, conditions and requirements, or
and applicable Federal, Provincial and Municipal laws of any network to
which Alliance may provide access. Customer should not post, transmit
or permit internet access to information Customer desires to keep
confidential.
9. Customer commits to a non-cancelable service term of six (6) months.
Service termination prior to either initial of any upgraded service
term, will result in all monthly service fees through the end of the
initial non-cancelable term becoming immediately due and payable. The
fees for the initial term of service and any subsequent terms of
service, whether paid or payable, are non-refundable.
10. Customer shall pay the monthly maintenance fee, and any charge for
additional services under the terms of this Service Agreement, within
thirty (30) days of receipt of invoice. Invoice may be sent by email or
by letter. Customer may not withhold of "Setoff" any amounts due
hereunder. Alliance retains the right to withhold service without
prejudice until all amounts determined delinquent are paid in full. Any
late payment shall be subject to any costs of collection (including but
not limited to legal fees).
11. Any Customer whose Services are terminated or suspended will be
required to pay a reconnection fee of $50.00 to reinstate the account.
12. There will be a $15.00 service charge for each returned cheque.
13. Legal notices will be sent to either party shall be effective when
delivered by mail, transmitted by telecopier ("fax") machine, one (1)
day after being sent by overnight mail of "fax", or two (2) days after
being sent by first class mail postage prepaid to the address shown.
Xx Xxxx Publishing
0000 Xxxxxxxx Xxx.
Xxxxx 000, Xxxxxxx, Xxxxxxx
X0X 0X0
Phone: 0-000-000-0000
Fax: 0-000-000-0000
14. Customer retains the right to cancel use of Alliance Service within
fifteen (15) days before the start of their next billing cycle.
Alliance does not provide refunds for unused time. Requests for
cancellation must be received at Alliance via email, fax or postal
mail. All Alliance accounts must be paid in full before the
cancellation transaction will be considered complete.
15. Customer acknowledges and agrees that in the course of dealings with
Customer, it may have acquired information about Customer, its business
activities and operations, its technical information and trade secrets,
of a highly confidential and proprietary nature. Alliance agrees that
title to all such information and related materials shall remain with
the Customer. All applicable copyrights, trade secrets, patents and
other intellectual and property rights in such information and related
material, including without limitation, technologies, procedures,
programs, methods of processing, all source code, conversions,
enhancements, databases, templates, specific design and structure of
individual programs and their interaction and unique programming
techniques employed therein as well as screen formats shall remain the
sole and exclusive property of the Customer and shall not in any way be
sold, revealed, disclosed or otherwise communicated, directly or
indirectly, by The Alliance to any person, company or institution
whatsoever other than for the purposes set forth herein. It is
expressly understood that no title to or ownership of such information
or any part thereof is hereby transferred to The Alliance.
16. Any customers list and/or other information concerning the Customer's
clients are the sole and exclusive property of the Customer. Alliance
shall not for any reason whatsoever, directly or indirectly, solicit
the trade business of any clients or prospective clients of the
Customer with respect to any of the services, products, trade secrets
or other matters of the Customer. In addition confidently of all
matters as imposed herein above, the Alliance agrees to keep in the
strictest of confidence any information acquired by the Alliance during
the course of its dealings with the Customer about any of the
Customer's clients, including but not limited to contents of related
databases, credit and credit card information.
17. Nothing containing herein shall be construed to place the parties
(Customer and Alliance) in a relationship of partners, agents or joint
ventures. Neither party shall represent itself as the agent or legal
representative of the other party for any purpose whatsoever and shall
have no power to obligate or bind the other party in any manner
whatsoever.
If any clause herein shall be found to contravene any law or ordinance
in whole or in part, it shall be severred from the Agreement. The
balance of the Agreement shall continue in full force and effect.
This Service Agreement is made in the Province of Ontario, and shall be
governed by and construed in accordance with the laws of Canada. Any
cause of action of customer or designated users with respect to the
Service Agreement must be instituted within one year after the claim or
cause of action has arisen or be barred.
18. Each party (Customer and Alliance) to this Service Agreement represents
that it has all necessary rights and authority to enter into the terms
of the Agreement and is in compliance with all federal, provincial and
municipal laws governing this transaction.
IN WITNESS WHEREOF, and intending to be legally bound, the parties
hereto have entered into Service Agreement to be executed by their duly
authorized representatives.
Xx Xxxx Publishing >Customer
0000 Xxxxxxxx Xxx.
Xxxxx 000, Xxxxxxx, Xxxxxxx
X0X 0X0
Phone: 0-000-000-0000
Fax: 0-000-000-0000
