SPRINGBOARD TECHNOLOGY SOLUTIONS INC.
PROFESSIONAL SERVICES AGREEMENT
Agreement made this 12th day of February, 2000 , (Commencement Date) between
Springboard Technology Solutions Inc. having its registered head office at Xxxxx
000, 0000 Xxxxxxxxx Xxxx., Xxxx, Xxxxxxx, Xxxxxxx 16 M8V 3Y3, hereinafter
referred to as Consultant, and 1401629 Ontario Inc. , having its principal place
of business at 0000 Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx, X0X 0X0 ,
hereinafter referred to as Client.
1. PROVISION OF SERVICES
1.1 The scope, volume, and cost of services to be provided by the
Consultant, to the Client, is outlined in Appendix "A". Where the
scope, volume or costs have been estimated; these estimates have been
developed in good faith by the Consultant but should not be interpreted
as a 'not to exceed' quote.
1.2 All requests for services from the Client must be presented to the
Consultant in writing. In return, the Consultant will provide a Client
Services Request (CSR), as set forth in Appendix "A", which identifies
the services to be provided and associated costs.
1.3 In the event a signed CSR is obtained from the Client, the Consultant
will treat the signed document as a purchase order. If the Client
prefers to provide a signed purchase order for these services, based on
the CSR provided, this will be treated as a signed CSR.
2. FEES AND EXPENSES
2.1 All services shall be provided to the Client on a 'time and material'
basis at the fee structure contained in Appendix "A". These fees are
subject to an increase on January 1st of each year. The Client shall
receive written notification of any increases at least 30 days prior to
their inception.
2.2 All travel, accommodation and out-of-pocket expenses incurred by the
Consultant's employees while engaged in providing the specified
services, shall be invoiced to the Client at cost. All communication
costs (incurred by the Consultant) will be invoiced to the Client at
cost.
2.3 The Consultant shall invoice the Client weekly for services rendered
and associated expenses incurred. The invoice will detail the work
performed during that week. All invoices are due for payment upon
receipt.
3. CLIENT RESPONSIBILITIES
3.1 Where the Consultant will be required to attend and perform work at the
Client's location, the Client shall provide the Consultant's employees
access (at no cost to the Consultant) to any 'reasonable facilities'
required in order to perform the services requested. 'Reasonable
facilities' shall be interpreted to be commensurate with those provided
to the Client's own employees.
3.2 The Client's inability to provide resources, the required environment
or support during the Consultant's visit does not relieve the Client of
their full responsibility for the hourly charge.
3.3 The Client shall provide the Consultant's employees access to
information technology resources, as required to perform the services
requested.
3.4 The Client is responsible for the development and execution of adequate
backup and recovery procedures, to ensure that the development effort
is secured on a daily basis. Any loss caused by inadequate procedures
will be the Client's responsibility to reconstruct.
4. CONSULTANT RESPONSIBILITIES
4.1 The Consultant warrants that all employees assigned to the execution of
this agreement shall be appointed in good faith and be suitably
qualified in the appropriate area of expertise. The Consultant will
ensure that its employees and agents will, whenever on Client's
premises, obey all reasonable instructions and directions issued by the
Client and adhere to the Client's normal standard of business conduct
and behaviors for those areas visited by the Consultant.
4.2 The Client shall have the right to disapprove each of the Consultant's
employees whose qualifications, in the Client's good faith and
reasonable judgment, do not meet the standards established by the
Client as necessary for the performance of the Services.
4.3 The Consultant warrants that its services will be of professional
quality, conforming to generally accepted information technology and
consulting practices.
5. CONFIDENTIAL INFORMATION AND PRPERTY RIGHTS
5.1 Each party undertakes to protect from disclosure the following
information ("Confidential Material"):
(a) (in respect of the Consultant's obligations under this
Agreement) any and all information relating to the Client or
its business, including but not limited to information,
knowledge or expertise gained as a result of exposure during
the term of the Agreement, the Client's business, the Client's
know-how, methodology, work product and techniques which may
come into the possession of the Consultant, whether or not
such information is reduced to a tangible form or marked in
writing as "confidential". The Consultant shall procure that
its agents, employees and subcontractors abide by this
obligation;
(b) (in respect of the Client's obligations under this Agreement)
any and all information relating to the Consultant or its
business which may come into the possession of Client or any
employee or authorized agent of Client (other than information
which the Consultant is required to generate or supply to
Client in performing the Services), whether or not such
information is reduced to a tangible form or marked in writing
as "confidential"; and
(c) any and all information which has been or which may be derived
or obtained from any such information set out in Clause 5.1(a)
in respect of the Consultant's undertaking and Clause 5.1(b)
in respect of the Client's undertaking.
5.2 Neither party shall make available or disclose any of the contents of
the Confidential Material to any person, or make or permit any use of
the Confidential Material without the prior written consent of the
other party, except that the Confidential Material may be made
available or disclosed to those, and only those, of the employees,
agents or sub contractors of the disclosing party as required for the
purpose of fulfilling the disclosing party's obligations under the
Agreement.
5.3 Both parties shall ensure that its employees are aware of in writing
and comply with the confidentiality and non-disclosure provisions
contained in this Section. If either party becomes aware of the
possession, use of knowledge of any of the Confidential Material by any
person not authorized to possess, use or have knowledge of the
Confidential Material, it shall promptly notify other party and shall
at the request of that party provide such reasonable assistance as
required to deal with such event.
5.4 The disclosing party shall take all reasonable steps to ensure that any
Confidential Material disclosed to any person is treated as
confidential by the person to whom it is disclosed.
5.5 Failure by either party to comply with Clause 5.1 shall constitute a
breach of this Agreement, entitling the other party to terminate the
Agreement forthwith. The disclosing party shall indemnify the other
party against any loss or damage which that party may sustain or incur
as a result of any breach of confidence by any of its employees.
5.6 Sections 5.1 through to 5.5 shall not include information which:
a) is in or becomes part of the public domain through no
act or omission of either party;
b) was in the either party's lawful possession prior to
the disclosure and had not been obtained by the that
party either directly or indirectly from the other
party;
c) was independently developed by the other party
without reference to the Confidential Information;
d) is obtained from a third party who is lawfully
authorized to disclose such information; or
e) is authorized for release by prior written consent of
the non-disclosing party.
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5.7 In any event either party relying on the above noted exclusions in
section 5.6 shall prove the existence of any of the above noted
circumstances beyond any reasonable doubt, before any confidential
information shall be excluded.
6. RECRUITMENT
6.1 For the period of this agreement and for twelve (12) months after its
termination, both the Client and the Consultant agree not to employ,
contract or sub-contract any employee or contractor of the other party
without the express written consent of the other party. Each party also
agrees not to employ, contract or sub-contract any employee or
contractor of the other party for a period of twelve (12) months
following the cessation of that individual's employment or contract
with the other party. Notwithstanding the aforementioned, should the
Client or Consultant employ or subcontract an employee of the other
party during the period of this Agreement or within 12 months after its
termination, the party hiring the employee shall pay to the other party
a fee equal to 6 months salary and any other reasonable fees incurred
as result of this action.
7. AGREEMENT TERMS
7.1 Modification: Any modification or amendment to this Agreement to be
binding must be in writing and signed by duly authorized representative
of both parties.
7.2 Term: This agreement shall commence as of the date hereof and shall
continue for a period of three (3) years and shall be renewable for
successive one-year terms until the services are no longer required.
The Services provided for herein, may be extended or modified from time
to time.
7.3 Termination: The Client may, at its discretion elect to cancel this
agreement at any time following three years from the date of execution
by providing 60 business days written notice to the Consultant prior to
the end of the initial three year period. In such event the Client will
pay in full to the Consultant any amounts that are due as of that date
as well as any reasonable expenses already incurred by Consultant prior
to the termination notice. Reasonable expenses shall include: the
remaining unpaid balance plus applicable administration fees of any
equipment or software that has been leased by the consultant for the
exclusive or partial use of the Client, the estimated market value of
all equipment or software purchased on the client's behalf and used by
the consultant in completion of the client's work and, if applicable,
the payout of sub-contracts let for completion of client work and any
other costs that the consultant may have reasonably incurred in-order
to render services on behalf of and for the client. If the Client is
shall cause the contract to terminate due to poor service then the
consultant shall have a period of not less than 60 days to rectify the
cause of the poor service. In each case where poor service has been
alleged then the client shall provide in writing specific instances or
examples of poor service and the steps required to achieve a
satisfactory level of service. Under no circumstances shall the Client
set the level of satisfactory service above the norms established in
the IT industry as its standard. 7.3
7.4 Waiver: Any waiver by one party's breach of any term or provision by
the other party shall not be construed as a waiver of any other
provision of the Agreement nor a waiver of future breaches of the same
term or provision.
8. GENERAL
8.1 Entire Agreement: The Agreement constitutes the entire understanding
between parties relating to the subject matter of the Agreement and,
save as may be expressly referred to or referenced above, supersedes
all prior representations, writing, negotiations or understandings,
oral or written, except in respect of any fraudulent representations
made by either party.
8.2 Governing Law: This Agreement and all matters arising out of or
relating to this Agreement shall be governed by the Laws of the
Province of Ontario, Canada. [This Agreement is not subject to, and
shall not be interpreted by, the United Nations Convention on Contracts
for the International Sale of Goods. The parties to this Agreement
agree to submit to the non-exclusive jurisdiction of the Province of
Ontario, Canada]
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8.3 Severability: In the event any or more of the provisions contained in
this Agreement should be ruled wholly or partly invalid or
unenforceable by a court, arbitration panel, or other government body
of competent jurisdiction, then:
(i) the validity and enforceability of all provisions of this
Agreement not ruled to be invalid or unenforceable shall be
unaffected;
(ii) the effect of the ruling shall be limited to the jurisdiction
of the court or other body making the ruling;
(iii) the provision(s) held wholly or partly invalid or
unenforceable shall be deemed amended, and the court or other
body is authorized to reform the provision(s), to the minimum
extent necessary to render them valid and enforceable in
conformity with the parties' intent as manifested herein; and
(iv) if the ruling, and/or controlling principle of law or equity
leading to the ruling, is subsequently overruled, modified, or
amended by legislative, judicial, or administrative action,
then the provision(s) in question as originally set forth in
this Agreement shall be deemed valid and enforceable to the
maximum extent permitted by the new controlling principle of
law or equity.
8.4 Headings: The division of this Agreement into Sections and subsections
and the insertion of headings are for convenience of reference only and
shall not affect its construction or interpretation.
8.5 Extended Meanings: In this Agreement, words importing the singular
number include the plural and vice versa and words importing gender
include all genders. The word "person" includes, subject to the context
in which it appears, an individual, partnership, association, body
corporate, trustee, executor, administrator or legal representative.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year
first above written and do each hereby warrant and represent that their
respective signatory whose signature appears below has been and is on the date
of this Agreement duly authorized by all necessary and appropriate corporate
action to execute this Agreement:
Signed for and on behalf of Accepted for and on behalf of
Springboard Technology Solutions Inc.: Client: 1401629 Ontario Inc.
"signed" 12/02/2000
________________________________________ __________________________________
Authorized Signature Date Authorized Signature Date
Xxxxx X. XxxXxxxxx President
________________________________________ __________________________________
Please Print/Type Name Title Please Print/Type Name Title
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PROFESSIONAL SERVICES AGREEMENT
APPENDIX "A"
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CLIENT SERVICES REQUEST
(CSR 00000)
This Appendix forms an integral part of the Professional Services Agreement
dated February 12, 2000 between 1401629 Ontario Inc. and Springboard Technology
Solutions Inc.
By the execution of this Professional Services Agreement, 1401629 Ontario Inc.
hereby agrees to purchase from Springboard Technology Solutions Inc. the
following specified services:
SCOPE OF WORK TO BE PROVIDED
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1. Development and delivery of a web based deal development application
with administration tool for use by internal staff . Estimated Cost:
$205,000.00 plus 5% of the common stock in 1401629 Ontario Inc. at no
cost. Such common stock will be delivered to Xxxxxx Xxxx and Xxxxx
Xxxxx in consideration of their services.
2. Design, preparation, and creation of a marketing CD-ROM - $30,000
3. Implementation of a network with dial in access for staff of 1401629
Ontario Inc. See hourly rates.
4. Lease/purchase of computer infrastructure - all requirements -
reimbursement plus administrative expenses
5. Web site co - location hosting - see rates
6. Software licensing - firewall; email services, SQL v 7.0. At Cost.
7. Network support as required - see rates.
8. Webmaster and data base maintenance post development - see rates
9. Help line support - as required and to be determined based on volume.
10. Marketing programs as determined including Napoleon access and
licensing - to be determined.
11. Data base analysis, marketing integration to website - to be
determined.
12. Tele-Communication Infrastructure: email, ADSL lines, as required.
13. Other services which may be required based on the IT infrastructure,
volume of usage and configuration, which are as yet undetermined.
If a daily rate is quoted, then this is based on an eight-hour day. Should the
Consultant work more than ten hours per day, the Client will be invoiced on an
hourly basis. The hourly rate will be the agreed daily rate divided by eight
hours.
The above rate excludes travel, accommodation and out-of-pocket expenses. These
expenses shall be invoiced to the Client at cost.
All invoices will be sent to the attention of: Xxxxx X. XxxXxxxxx, President
(please print)
Client's Phone: 416-440-1015 ext. 3216 Client's Fax Number:000-000-0000
Signed for and on behalf of Accepted for and on behalf of
Springboard Technology Solutions Inc.: Client: 1401629 Ontario Inc.
________________________________________ __________________________________
Authorized Signature Date Authorized Signature Date
Xxxxx X. XxxXxxxxx President
________________________________________ __________________________________
Please Print/Type Name Title Please Print/Type Name Title
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