Exhibit 10.6
[LOGO]
TELUS Agreement #
INTERNETWORKING SERVICES AGREEMENT
BETWEEN:
▇▇▇▇▇▇▇▇▇▇.▇▇▇ INC.
(referred to in this Agreement as the "Customer")
AND:
TELUS Advanced Communications,
A division of TELUS Advanced Services Inc.
(referred to in this Agreement as "TELUS")
Background to the Agreement
TELUS is a provider of a wide range of internetworking services. The Customer
has determined that it wishes to acquire certain internetworking services from
TELUS. The purpose of this document is to create a framework for the Customer to
acquire internetworking services from TELUS, and to establish the terms and
conditions under which such internetworking services are to be provided.
1.0 COMPOSITION OF AGREEMENT
1.1 This Agreement is composed of:
(a) the document titled "Internetworking Service Agreement";
(b) the document titled "General Terms of Service"; and
(c) all Service Orders issued pursuant to Section 3.0 herein.
1.2 The aforementioned documents are incorporated by reference into this
document and make up the entire agreement (the "Agreement") between TELUS and
the Customer and replace any prior oral or written communications. In the event
of a conflict or inconsistency between the terms between any documents making up
this Agreement, the terms contained in the General Terms of Service shall
prevail.
2.0 TERMS OF AGREEMENT
2.1 This Agreement shall commence on DATE (the "Effective Date") and continue
in full force and effect for a period ending on the latest of:
(a) NUMBER months from the Effective Date; or
(b) the latest date of expiration or termination any Service Order Term (as
hereinafter defined).
3.0 SERVICE ORDER PROCESS
3.1 The Customer may acquire Services from TELUS by using Service Orders. Each
Service Order shall be prepared by TELUS, in TELUS standard form, and be
composed of the following elements:
(a) Service Description (which includes any applicable Service Level
Agreements);
(b) Customer Particulars Exhibit (which includes pricing, length of term
and locations); and
(c) Service Specific Terms and Conditions.
3.2 Each Service Order must be executed by both TELUS and the Customer prior to
becoming effective. Upon being executed by both TELUS and the Customer, the
Service Order shall become effective and shall be marked sequentially with the
first Service Order issued under this Agreement being numbered as 1, the second
being number as 2 and so forth. Each effective Service Order shall form part of
this Agreement and be governed by the terms and conditions contained herein.
4.0 CORRESPONDENCE
4.1 All correspondence necessary under this Agreement shall be delivered to the
following addresses:
TO: TELUS: ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇
TO: ▇▇▇▇▇▇▇▇▇▇.▇▇▇ INC.: 101 ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇
4.2 Any correspondence, if delivered personally or by facsimile, will be deemed
to have been received the same day, or if sent by mail, will be deemed to have
been received four (4) days (excluding Saturday, Sunday and statutory holidays)
after the date of mailing.
EXECUTION OF AGREEMENT
Each of the parties has caused this Agreement to be signed by their respective
authorized representatives.
TELUS Advanced Communications, ▇▇▇▇▇▇▇▇▇▇.▇▇▇ INC.
A division of TELUS Services Inc.
Per: ________________________ Per: ________________________
_____________________________ _____________________________
(Printed Name) (Printed Name)
_____________________________ _____________________________
(Title) (Title)
_____________________________ _____________________________
(Date) (Date)
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GENERAL TERMS OF SERVICE
1.0 SERVICES
1.1 TELUS will provide the Customer with the internetworking services
("Services") specified in the Service Order.
1.2 These General Terms of Service apply to all Services provided by TELUS to
the Customer pursuant to the Agreement.
1.3 Where a Service Order contains terms and conditions, those Service Order
terms and conditions shall apply only to those Services to which the
Service Order relates and shall be deemed to be supplemental to these
General Terms of Service.
1.4 All Service Orders are subject to credit validation by TELUS. TELUS shall
have a period of 14 days, following the date upon which the Service Order
is executed by TELUS, to satisfy itself as to the credit worthiness of the
Customer. If TELUS identifies the Customer as an unacceptable credit risk
then TELUS may terminate the Service Order upon providing written notice to
the Customer. If TELUS fails to provide the Customer with such notice
terminating the Service Order within the aforementioned 14 day period, then
the Service Order shall be deemed to have been accepted by TELUS. The
provisions of this paragraph are for the sole benefit of TELUS and may be
waived by TELUS in its sole discretion.
2.0 TERMS OF SERVICES
2.1 Each Service Order shall specify the minimum number of months (the "Minimum
Commitment") over which Services are to be provided. The Service Order
shall commence upon installation of the first Customer site to be installed
pursuant to a Service Order. The Minimum Commitment shall be calculated
starting from the date the last Customer site to be installed pursuant to a
Service Order is installed. The term of the Service Order (the "Service
Order Term") shall be the aggregate of the Minimum Commitment and the
period of time between the date the first Customer site was installed and
the date when the last Customer site is installed.
2.2 Unless either party provides notice to the contrary not less than 60 days
prior to the end of the Service Order Term, each Service Order shall
automatically renew itself for successive further terms, each equal to the
original Minimum Commitment. Such renewal shall be on the same terms and
conditions as set forth in the Service Order, including pricing.
3.0 OBLIGATIONS OF TELUS
3.1 TELUS is responsible for providing the Services, as described in its
Service Description, by qualified personnel in a professional manner. TELUS
DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE
WARRANTIES OF MERCHANTABILITY, DURABILITY AND FITNESS FOR A PARTICULAR, OR
ANY, PURPOSE AND THE SERVICES ARE PROVIDED ON AN AS IS AND AS AVAILABLE
BASIS.
3.2 TELUS will provide the Customer with a copy of its Service Level
Commitments upon request. TELUS shall use every reasonable effort to
provide the Services in accordance with the Service Level Commitments which
outline the processes under which, in the ordinary course of business,
Services will be provisioned and administered to the Customer. The Service
Level Commitments are intended solely as guidelines and objectives and
failure to achieve same shall not constitute a breach of this Agreement or
any Service Order. In the event that TELUS fails to achieve a Service Level
Commitment, TELUS shall, upon request by the Customer, investigate the
failure and advise the Customer of what actions, if any, TELUS will
undertake to minimize such failures in the future. This constitutes the
Customer's sole recourse for any failure to achieve Service Level
Commitments.
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3.3 Some Services may be subject to Service Levels Agreements. Service Level
Agreements, if any, will be specified and contained in each Service Order.
Service Levels are calculated on a per Service monthly basis, under the
applicable Service Order. Failure to achieve a Service Level will result in
the award of Service Level Credits to the Customer, as calculated in the
Service Level Credits Exhibit accompanying the Service Level Agreement.
Service Level Credits may only be applied against the Service, under the
specific Service Order, which gave rise to the Service Level Credit.
Failure to attain Service Levels, as stated in a Service Level Agreement,
shall not constitute a breach of this Agreement or any Service Orders, and
the award of Service Level Credits are the Customer's sole remedy for any
such failure to attain Service Levels.
3.4 TELUS shall not be responsible for any failure to achieve Service Levels:
(a) caused by components in the network which are not TELUS'
responsibility;
(b) caused by the Customer;
(c) during periods of scheduled maintenance by TELUS; or
(d) resulting from any event of force majeure.
4.0 OBLIGATIONS OF CUSTOMER
4.1 The Customer is responsible for, and shall indemnify TELUS against all
damages, costs and legal fees arising from:
(a) the manner in which the Services are used;
(b) the Customer's data, computer network and other facilities;
(c) the Customer's choice of equipment, software and online content; and
(d) all other matters related to how the Customer uses the Services.
Without in any way limiting the generality of the foregoing, the Customer
shall at all times ensure that the Services are used in compliance with
TELUS' acceptable use policy and IP address policy located at
▇▇▇.▇▇▇.▇▇▇▇▇.▇▇▇/▇▇▇, as amended from time to time by TELUS.
4.2 Unless expressly permitted by TELUS, the Customer shall not resell the
Services, or access to Services, directly or indirectly to third parties.
Should TELUS permit such resale to or access by third parties the Customer
shall be responsible for all such third party use or access and shall
indemnify TELUS against all damages, costs and legal fees incurred by TELUS
from any claim arising from third party use of or access to the Services.
4.3 The Customer has sole responsibility for obtaining, installing and
maintaining all equipment, software and communications services necessary
for interconnection to TELUS' CIU or otherwise for use in conjunction with
any of the Services. The Customer will have sole responsibility for
ensuring that such equipment, software and communications services are
compatible with TELUS' CIU and that they continue to be compatible with any
modifications to the Services by TELUS from time to time.
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5.0 PAYMENT TERMS
5.1 The Customer shall pay TELUS, for the Services, the amounts specified in
each Service Order. The Customer will be charged for Services on a per site
basis, commencing on the installation of each site requested in a Service
Order.
5.2 Unless otherwise stated in a Service Order, TELUS shall invoice Customer on
a monthly basis the amounts set out in each Service Order. Where such
amounts include fees payable on a monthly basis, any partial months shall
be invoiced on a prorated basis.
5.3 Payment shall be paid to TELUS within 30 days of invoice date to the
correspondence address for TELUS specified in this Agreement.
5.4 Interest on all amounts overdue under this Agreement shall be paid at the
simple interest rate of one and one half percent (1.5%) per month (eighteen
percent [18%] per annum).
5.5 The fees specified in a Service Order are net of tax. The Customer shall
pay all taxes, assessments and government charges including but not limited
to Goods and Services Tax and any other applicable tax in connection with
the supply or use of the Services, except taxes on the income of TELUS.
5.6 TELUS reserves the right to terminate or suspend any Services in the event
that the Customer fails to pay invoiced amounts when due.
5.7 Unless there has been Customer deception with regard to a charge, the
Customer is not responsible for paying a previously unbilled or underbilled
charge, except where:
(a) in the case of a recurring or usage based charge, it is correctly
billed within a period of one year from the date it was incurred; or
(b) in the case of any other charges, it is correctly billed within a
period of 150 days from the date it was incurred.
6.0 INTELLECTUAL PROPERTY
6.1 TELUS agrees to indemnify, defend and save harmless Customer from and
against any claims made upon Customer by any third party, in the event that
the use of Services by Customer, as contemplated in this Agreement,
infringes a third party's lawful rights in any valid patent, copyright,
trade secret, or other proprietary interest enforceable in Canada provided
that:
(a) TELUS shall have sole conduct of the proceedings;
(b) Customer has promptly notified TELUS of all such claims and has not
made any admissions in respect of them;
(c) Customer provides TELUS with reasonable assistance and authority in
connection with such claims; and
(d) TELUS may, in its discretion and at its expense either procure for
Customer the right to continue to use the infringing item and/or modify
or replace the infringing item or, if neither option is commercially
practicable, remove the infringing item from the Services.
6.2 The indemnity set forth in this section shall not apply to the extent that
any infringement is caused or contributed to by Customer's or the
Customer's client(s) combination, operation or use of the Services with any
other devices, data or programs not furnished by TELUS, or any modification
by Customer or the Customer's client(s) of the Services that has not been
authorized in writing by Supplier.
7.0 CONFIDENTIALITY
7.1 The terms of this Agreement are confidential and neither TELUS nor the
Customer may disclose to any party during the Term, or during the three (3)
year period after expiration or termination of this Agreement, any of the
terms and conditions of this Agreement.
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8.0 SERVICE FACILITIES
8.1 The Services may require the installation by TELUS of hardware and software
(collectively "Service Facilities"), including but not limited to inside
wiring, which terminates on a TELUS supplied Customer Interface Unit
("CIU"). The CIU will be equipped with a LAN interface port (the "Service
Demarcation") which is used by the Customer to connect the Customer's
network to the TELUS CIU.
8.2 TELUS shall be responsible for installing and maintaining the Service
Facilities required to provide Services to the legal boundary of the
properties upon which the CIU's are to be located. Customer shall be
responsible for obtaining at its sole cost all rights-of-way, permissions
and/or third party consents required to permit Supplier to install and
maintain the Service Facilities from such legal boundary to the CIU.
Without in any way limiting the generality of the foregoing, the Customer
shall be responsible for satisfying all requirements imposed by a
building's design or by building management as it applies to Service
installation or the Service Facilities. This includes any additional fees,
conduit installation, design submissions, and installation approvals.
8.3 In the event that Service Facilities include software (whether imbedded in
hardware as firmware or otherwise) the Customer agrees to:
(a) use such software in accordance with its accompanying documentation, if
any, and to use such software only in conjunction with the Services;
(b) not reproduce, reverse engineer, disassemble, decompile, modify, adapt,
translate, create derivative works from, or transfer or transmit the
Software in any form or in any means;
(c) abide by the terms and conditions of any license accompanying the
software.
8.3 Any Service Facilities used by TELUS to deliver Services to the CIU are,
and shall remain, the sole property of TELUS and TELUS shall at all times
retain a security interest in such Service Facilities and the Customer
shall, at all times, grant TELUS access to such Service Facilities
installed on the Customer Premises.
8.4 The Customer is responsible for the care and protection of any Service
Facilities installed on the Customer's premises. The Customer is liable to
TELUS for all loss or damage, other than ordinary wear and tear, to Service
Facilities installed on the Customer's premises.
8.5 The Customer shall, at its sole cost, undertake all necessary preparations
required to comply with TELUS' reasonable Service Facilities installation
instructions. The Customer is responsible for any additional installation
costs incurred by TELUS as a result of the Customer's failure to comply
with such instructions.
9.0 LIMITATIONS OF LIABILITY
9.1 EXCEPT FOR THE OBLIGATIONS OF INDEMNITY CONTAINED IN THIS AGREEMENT,
NEITHER PARTY (NOR ITS SUPPLIERS OR CUSTOMERS) SHALL BE LIABLE TO THE OTHER
PARTY FOR PUNITIVE, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES
INCLUDING WITHOUT LIMITATION, LOST PROFITS OR LOSS OR DAMAGE TO DATA,
ARISING OUT OF THE USE OR INABILITY TO USE SERVICES, EVEN IF THE PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 TELUS' AGGREGATE LIABILITY TO THE CUSTOMER RELATING TO OR ARISING OUT OF
THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED
(a) THE TOTAL AMOUNTS PAID TO TELUS BY THE CUSTOMER FOR THE SERVICE IN
QUESTION, DURING THE ONE-YEAR PERIOD IMMEDIATELY PRECEDING THE EVENT WHICH
GAVE RISE TO THE CLAIMS OR (b) $100,000, WHICHEVER IS LESS.
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10.0 DISPUTE RESOLUTION
10.1 The parties agree to attempt to resolve any disputes arising from this
Agreement using the dispute resolution process set forth in this Agreement.
10.2 A representative of TELUS and a representative of the Customer shall meet
as soon as is reasonably possible to attempt to resolve the dispute.
10.3 In the event that the TELUS representative and the Customer's
representative are not able to resolve the dispute within a time period
satisfactory to the party raising the dispute, then either party may
require that each side summarize their respective positions in writing, on
a without prejudice basis, and then submit their respective written
positions to senior management for dispute resolution.
10.4 TELUS' and the Customer's senior management, shall review the written
positions and meet as soon as is reasonably possible to attempt to resolve
the dispute. In the event that TELUS' and the Customer's senior management
are not able to resolve the dispute after meeting, then, upon the consent
of both parties, the dispute may be settled by arbitration in accordance
with the arbitration legislation in force in the Province specified in
TELUS' address for service under clause 4.1 of document titled
"Internetworking Service Agreement' by one arbitrator appointed in
accordance with such legislation. The arbitrator shall sit in the city
specified in TELUS' address for service under clause 4.1 of document titled
"Internetworking Service Agreement". In the event that the parties decline
to proceed to arbitration, each party shall be at liberty to exercise any
and all rights available to it whether in law or equity.
11.0 SERVICE SUSPENSION
11.1 If the Customer fails to comply with any of its obligations under this
Agreement, TELUS may terminate, restrict or suspend Services to the
Customer if the Customer fails to cure such breach within three (3) days
after receiving notice thereof from TELUS, provided however that TELUS may
immediately terminate, restrict and/or suspend Service without notice:
(a) in order to prevent damage or degradation to TELUS network which may be
caused by the Customer or anyone using the Customer's access;
(b) the comply with any law, regulation, court order or other governmental
request or order;
(c) for a violation of TELUS' Acceptable Use Policy; or
(d) for other behavior that in TELUS' sole discretion may be deemed to be
illegal or otherwise necessary to protect TELUS from legal liability.
11.2 The rights of suspension set forth in this Agreement are in addition to any
other remedies available to TELUS for such breach or default.
12.0 TERMINATION
12.1 Each Service Order shall remain in effect for the Service Order Term
specified therein unless renewed or terminated in accordance with the terms
of this Agreement.
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12.2 Either party may terminate this Agreement, and all Service Orders,
immediately upon an occurrence of the following:
(a) the other party becoming insolvent or bankrupt;
(b) the other party making an assignment for the benefit of creditors;
(c) the other party appointing a receiver or trustee in bankruptcy; or
(d) upon any proceeding in bankruptcy, receivership or liquidation being
instituted against a party and continuing for 30 days without being
dismissed.
12.3 Either party may terminate a Service Order, immediately upon a material
default of such Service Order, or upon a material breach of any term of
this Agreement relating to such Service Order. In the event of a material
default, the defaulting party shall have a period of 30 days, following
notice of default from the non-defaulting party, to remedy said default to
the reasonable satisfaction of the non-defaulting party.
12.4 The Customer may terminate any Service Order upon 30 days notice to TELUS.
12.5 In the event that a Service Order is terminated by TELUS pursuant to clause
12.2 or 12.3, or by the Customer pursuant to clause 12.4, the Customer
shall pay to TELUS, as liquidated damages, a termination fee equal to:
(a) all related monthly charges for the entire Minimum Commitment of each
terminated Service Order if the Service Order is terminated prior to
the installation of the first Customer site to be installed pursuant to
a Service Order; or
(b) all related monthly charges for the entire remaining Minimum Commitment
of each terminated Service Order if the Service Order is terminated
during the first 12 months of the Minimum Commitment; or
(c) 75% percent of all related monthly charges for the entire remaining
Minimum Commitment of each terminated Service Order if the Service
Order is terminated between the 13th to 24th month of the Minimum
Commitment; or
(d) 50% percent of all related monthly charges for the entire remaining
Minimum Commitment of each terminated Service Order if the Service
Order is terminated between the 25th to 36th month of the Minimum
Commitment; or
(e) 25% percent of all related monthly charges for the entire remaining
Minimum Commitment of each terminated Service Order if the Service
Order is terminated on or after the 37th month of the Minimum
Commitment.
The Customer acknowledges that the termination fee is a pre-estimate of the
damage which may be suffered by TELUS as a result of the Customer's
termination of each Service Order and is not in any way a penalty.
12.6 The Customer shall have the option to adopt new technologies, pricing and
services offered by TELUS during the term of the Agreement. In the event
that adopting such new technologies, pricing or services results in the
termination of any Service provided under this Agreement, the termination
for convenience fee referenced in clause 12.5 of this Agreement shall be
waived, provided that:
(a) the Customer adopts the new technologies, pricing or services for a
period of time that is equal to or longer than the remaining term of
terminated Services; and
(b) the monthly charges for the new technologies, pricing or services are
equal to or greater than that payable for the terminated Services.
13.0 GENERAL PROVISIONS
13.1 The headings in this Agreement are solely for convenience of reference and
do not affect the interpretation thereof or define, limit or construe the
contents of any provision of this Agreement.
13.2 Nothing in this Agreement will be construed as establishing or implying any
partnership between the parties and except as expressly set out in this
Agreement nothing in this Agreement will be deemed to constitute either of
the parties as the agent of the other party or authorize either party to
incur any expenses on behalf of the other party or to commit the other
party in any way whatsoever, without obtaining the other party's prior
written consent.
13.3 This Agreement forms the entire agreement between the parties concerning
the subject matter hereof and supersedes all prior written and oral
agreements between the parties. Any modification of this Agreement shall
not be valid unless reduced to writing and agreed to by both parties.
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13.4 No remedy conferred upon or reserved in favor of a party shall exclude any
other remedy herein or existing at law or in equity or by statute, but each
shall be cumulative and in addition to every other remedy given hereunder
or now hereafter existing.
13.5 Any provision of this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or enforceability without invalidating the remaining
provisions or affecting the validity or unenforceability of such provision
in any other jurisdiction.
13.6 This Agreement shall be binding upon and inure to the benefit of each party
and their respective successors and permitted assigns. This Agreement shall
not be assigned in whole or in part by either party without the prior
written consent of the other party, provided that this Agreement may be
assigned without consent, by TELUS to any affiliate, as defined under the
Canada Business Corporations Act. Any permitted assignment requiring
consent shall be conditional upon the assigning party providing to the
other party a true copy of the assignment agreement, and an agreement and
undertaking from the assignee to be directly bound by the provisions of
this Agreement and not to further assign its rights hereunder without
complying with the provisions herein contained.
13.7 Notwithstanding any other provision of this Agreement, if by reason of
Force Majeure, any party is wholly or partly unable to perform certain of
its obligations under this Agreement, it shall be relieved of those
obligations to the extent, and for the period, that it is affected by Force
Majeure, provided that the affected party gives the other party prompt
notice of such inability and nature, cause and expected duration of the
Force Majeure. The party affected by Force Majeure shall use all reasonable
efforts to remedy the situation and remove, so far as possible and with
reasonable dispatch, the cause of its inability to perform, provided that
there shall be no obligation on a party so affected to settle labor
disputes or to test or to refrain from testing the validity of any order,
regulation or law in any court having jurisdiction. "Force Majeure" means
an event, the cause of which is beyond the reasonable control of the party
affected thereby and which could not reasonably have been foreseen and
provided against, including, without limitation, acts of God, strikes,
lock-outs or other labor or industrial disturbances, accidents, fires,
explosions, weather conditions materially preventing or impairing work,
inability to secure fuel, power, materials, contractors or labor,
mechanical breakdown, failure of equipment or machinery, delays in
transporation, wars, civil commotion, riot, sabotage, applicable
legislation and regulations thereunder, interruptions by government or
court orders and future orders (lawful or otherwise) of any regulatory body
of competent jurisdiction but shall not include financial difficulty.
13.8 No indulgence or forbearance by any party hereunder shall be deemed to
constitute a waiver of its rights to insist on performance in full and in a
timely manner of all covenants of the other party hereunder and any such
waiver, in order to be binding upon a party, must be express and in writing
and signed by such party and then such waiver shall be effective only in
the specific instance and for the purpose for which it is given. No waiver
of any term, condition or covenant by any party shall be deemed to be a
waiver by such party of its rights to require full and timely compliance
with the same term, condition or covenant thereafter, or with any other
term, covenant or condition of this Agreement at any time.
13.9 The Customer authorizes TELUS, its subsidiaries and affiliates, and/or
their respective agents to disclose, share and/or exchange information that
they have about the Customer for the purposes of assessing the Customer's
creditworthiness and for marketing, promoting, selling or providing TELUS
products and services, including products and services provided by third
parties in association with TELUS.
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13.10 The terms of this Agreement which, by their nature, extend beyond the term
of this Agreement shall survive any termination or expiration of this
Agreement.
13.11 Each party has full power and authority to enter into and perform this
Agreement and the person signing this Agreement on behalf of each party
has been properly authorized and empowered to enter into this Agreement.
Each party further acknowledges that it has read this Agreement,
understands it, and agrees to be bound by it.
13.12 This Agreement may be executed in any number of counterparts which may be
exchanged by facsimile, each of which shall be deemed an original and all
of which together shall constitute one and the same agreement.
13.13 Each party shall bear its own costs incurred in connection with the
preparation and negotiation of this Agreement. In the event it is
necessary for a party to seek a determination or enforcement of its rights
under this Agreement in any court of competent jurisdiction, the
prevailing party shall be entitled to recover, in addition to any and all
other remedies awarded by such court, its reasonable legal fees and court
costs, including such fees and costs on appeal.
13.14 This Agreement shall be governed and interpreted according to the laws of
the Province specified in TELUS' address for service under clause 4.1 of
document titled "Internetworking Service Agreement". Venue and
jurisdiction shall be in such Province.
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V-Signature
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Agreed to: Agreed to:
TELUS Advanced Communications, ▇▇▇▇▇▇▇▇▇▇.▇▇▇ INC.
A division of TELUS Services Inc.
Per: Per:
Printed Name: Printed Name:
Title: Title:
Date: Date:
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Exhibit 10.7
MULTIPLE LISTING SERVICE OF THE INTERIM LEASE
FRASER VALLEY REAL ESTATE BOARD AGREEMENT
▇▇▇▇▇-▇▇▇▇▇ ▇▇▇., ▇.▇. ▇▇▇ ▇▇, ▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇
Date: November 20, ▇▇▇▇
▇/▇▇ Stratabase, Inc.
of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ - ▇▇▇▇ #▇▇▇
(address)
hereinafter referred to as the Lessee, hereby offer to lease from the Lessor,
the premises described below on the following terms and conditions:
1. Civic Address: #101-34595 3rd Ave., Abbotsford
Legal Description: PID ▇▇▇-▇▇▇-▇▇▇
Parcel A, Part SW 1/4, Sec. 2 TSP 16 D31 PL.LMP06472
Further Description: As per Schedule "A" Approximately 2,083 sq. ft.
2. Term of Lease: 2 yrs. ______ mths. ______________ from 1 Feb., 2001 to 31
Jan. 2003.
Date of Occupancy: 15th January 2001 with rental commencing 1st February 2001
3. Rent: $2,247.05 (basic rent sign + sec. + GST) per month payable in advance
on the first day of each month.
Rental Rate to be renegotiated after the 1 Year 8 Months month/year at the
then current market rate, or
set at ___________________________________________________________________
Failing agreement between Lessor and Lessee, lease rate shall be settled in
accordance with the Arbitration Act of British Columbia but shall not be less
than previous rate.
4. Deposit: $4,494.10 (basic rent, sign + sec. + GST x 2) paid herewith to
Century 21 Ace Agencies Ltd. in trust. Said deposit is refundable in full if
this offer is not accepted. Upon acceptance, said deposit to be retained and
applied on account of rent for the period of 1st Feb - 28 Feb. 2001 and 1st
Jan. 2003 - 31 Jan. 2003
5. Additional Expenses: Lessee shall pay as they become due the following items
marked X. Where not separately billed, Lessee shall pay the proportionate
share the demised premises bear to the total rental area of the building.
City Property Tax [x] Lessor Water Rates [x] Lessor Management Fee [x] Lessor
Heat & Air Conditioning [x] Lessor Structural Maintenance [x] Lessor Building Maintenance [x] Lessor
Building Insurance [x] Lessor Light & Power [x] Tenant Replacement of
Janitor Service [x] Lessor Parking ________ cars at Fluorescent Tubes [x] Tenant
$_______ month [ ]
6. Use of Premises: Offices of Stratabase Inc. - Computer Software
7. Further Conditioning: 1) Conditional to Tolus being able to place
telephone/computer lines into space.
2) Lessee being allowed to place security bars on some windows and doors - as
per security specialist recommendations.
3) Confirming Unit #101 is self contained in terms of heating/AC.
4) All window coverings and lighting fixtures to remain. (See page 2)
8. Upon acceptance of this agreement the Lessor shall, at Lessor's cost, provide
an acceptable lease form including terms and conditions of this agreement and
the lease shall be executed by the Lessor and Lessee prior to commencement of
the term, or at such later date as the parties may agree.
9. This Interim Lease Agreement shall be open for acceptance up to ______
o'clock a.m./p.m. on ____________, 19___ and upon acceptance there shall be a
binding Agreement to Lease on these terms and conditions.
RECEIPT FOR DEPOSIT: Listing Agent acknowledges
receipt in trust of the deposit referred to in this Interim
Lease Agreement.
Per ________________________
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
____________________________ _____________________________
LESSEE'S NAME
/s/
____________________________ _____________________________
WITNESS SIGNATURE AND TITLE
/s/
____________________________ _____________________________
WITNESS SIGNATURE AND TITLE
ACCEPTANCE: The undersigned hereby accepts the above agreement and agrees to
complete the lease on the terms and conditions herein set out.
The Lessor agrees to pay to Century 21 Ace a commission equal to the greater of
1 months rental or --% of the first year's rent and --% of the rent for the
balance of the lease, plus applicable goods and services tax. Upon the date
above set for occupancy or upon execution of this lease, whichever occurs first,
said commission is then due and payable and may be deducted from the deposit
with any remaining balance to be paid forthwith.
If the lease is not completed by the Lessor for any reason whatsoever, the
Lessor shall pay the said commission forthwith after the date above set for
occupancy, if the lease is not completed by the Lessee for any reason whasoever,
the amount of the deposit paid under such option being thereby forfeited such
commission shall be the lesser of the amount of such deposit, or the full rate
of commission as herein provided.
In the event of an expansion by the Lessee during the first NA months of
occupancy, the Lessor agrees to pay the said broker NA % of the annual rent
for the term of the lease for the additional space leased.
If this Lease Agreement contains a privilege of renewal, or an option to
purchase the premises of the entire property of which the premises form a part,
the Lessor agrees to pay the said broker a commission of --% of the total
purchase price of --% of the annual rent for the term of the lease reenewal upon
the Lessee exercising such privilege or option.
DATE OF ACCEPTANCE: ________
LISTING BROKER: CENTURY 21 ACE
AGENCY LTD
Per ________________________
/s/
____________________________ _____________________________
LESSOR'S NAME
/s/
____________________________ _____________________________
WITNESS SIGNATURE AND TITLE
/s/
____________________________ _____________________________
WITNESS SIGNATURE AND TITLE
PAGE 2 OF 2 PAGES
MULTIPLE LISTING SERVICE OF THE MULTIPLE LISTING
FRASER VALLEY REAL ESTATE BOARD SERVICE
▇▇▇▇▇-▇▇▇▇▇ ▇▇▇., ▇.▇. ▇▇▇ ▇▇, ▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇
M.L.S. NO. Exclusive
Date: November 21, 2000
RE: ADDRESS ▇▇▇▇ #▇▇▇ - ▇▇▇▇▇ ▇▇▇ ▇▇▇. ▇▇▇▇▇▇▇▇▇▇
FURTHER TO THE CONTRACT OF PURCHASE AND SALE DATED 21 November 2000
MADE BETWEEN ▇▇▇▇▇▇ ▇. and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ AS LESSOR, AND
Stratabase Inc. AS LESSEE AND COVERING
THE ABOVE MENTIONED PROPERTY, THE UNDERSIGNED HEREBY AGREE AS FOLLOWS:
THE AGENT WHO RECEIVES MONEY IN CONNECTION WITH THIS TRANSACTION IS AUTHORIZED
TO PAY SUCH MONEY TO THE BUYER'S CONVEYANCER PROVIDED THAT SUCH MONEY IS TO BE
HELD IN TRUST BY THE CONVEYANCER AS STAKEHOLDER PURSUANT TO THE PROVISIONS OF
THE REAL ESTATE ACT PENDING THE COMPLETION OF THE TRANSACTION AND NOT ON BEHALF
OF ANY OF THE PRINCIPALS TO THE TRANSACTION AND SHOULD THE SALE NOT COMPLETE,
THE MONEY SHOULD BE RETURNED TO THE AGENT AS STAKEHOLDER.
5) Parking is common area parking.
6) Lessee to have use of storage on first story beside Lessee's exit door on
first level.
7) Lessee to have signage space pole sign at $25.00 per month and security also
at $25.00 per month.
8) Landlord to allow Lessee to add more circuits at Lessee's expenses if
required.
9) Lessee to touch up painted areas with paint supplied by landlord.
10) Lessee to allow landlord to check financial responsibility of the principals
of Stratabase Inc. by way of credit checks and statements of earnings
supplied by Lessee.
11) The parties to this agreement understand that Century 21 Ace Agencies Ltd.
has recommended that they obtain advice from their legal counsel prior to
signing this document. The parties further acknowledge that no information
by Century 21 Ace Agencies Ltd. is contructed as expert legal or tax advice.
/s/ /s/
X _________________________________ X _________________________________
(WITNESS) (LESSOR)
/s/ /s/
X _________________________________ X _________________________________
(WITNESS) (LESSOR)
X _________________________________ X _________________________________
(WITNESS) (LESSEE)
/s/ /s/
X _________________________________ X _________________________________
(WITNESS) (LESSEE)