EXHIBIT 10.42
CONTRACT FOR THE PROVISION OF TECHNICAL SUPPORT SERVICES
BETWEEN
▇▇▇▇▇▇▇▇▇.▇▇▇, Inc.
AND
Skyenet Inc.
THIS AGREEMENT is made the 13th day of March 2001 (the "Commencement Date") is
made between ▇▇▇▇▇▇▇▇▇.▇▇▇, INC., incorporated under the laws of the State of
Nevada, whose principal office is at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇▇.▇▇▇") and Internet Services
Management Group, Inc and Subsidiaries and Affiliates d/b/a Hypervine , a
corporation incorporated under federal laws of Indiana having its principle pace
of business at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ("Skyenet", or the
"Company")
WITNESSES THAT WHEREAS:
(A) ▇▇▇▇▇▇▇▇▇.▇▇▇ is a provider of professional and expert Information
Technology (IT) technical support services for businesses using the
telephone and the Internet as a means of delivering those services.
(B) The Company hereby subscribes for such professional and expert IT support
services for the Company's employees or customers on the terms and
conditions below.
NOW THEREFORE, for good and valuable consideration, the sufficiency of which is
hereby acknowledged, the parties hereby agrees as follows:
Terms And Conditions
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ARTICLE 1 - INTERPRETATION
1.1 Defined Terms. In this Agreement and all schedules, exhibits and riders
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hereto or amendments hereof:
a) "Agreement" means this agreement, these terms and conditions, all
--
schedules and exhibits hereto and all instruments supplemental hereto or
in any amendment or confirmation hereof.
b) "Company Marks" means the Company's registered and unregistered
--
trademarks, trade names, business names, logos and other indicia including
the Company's domain name used by the Company for identifying its goods and
services.
c) "Company Site" means the website operated by the Company identified by the
--
Company's domain name or any successor web site, including all sub-sites
containing the same branding, look and feel and functionality.
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d) "Confidential Information" means any Intellectual Property relating to a
--
party's business, product, customer and supplier databases, business
methods or service plans, designs, costs, prices, data, names, finances,
marketing plans, business opportunities, personnel, research development
but does not include information that: (i) is or becomes generally known or
available by publication, commercial use or otherwise through no fault of
the receiving party; (ii) is known and has been reduced to tangible form by
the receiving party at the time of disclosure and is not subject to
restriction; (iii) is independently developed or learned by the receiving
party; (iv) is lawfully obtained from a third party that has the right to
make such disclosure; or (v) is made generally available by the disclosing
party without restriction on disclosure.
e) "Customer" means any person that the Company makes available to the
--
HelpDesk Services through the PC Support Application in connection with the
use of the Company's hardware, software or services.
f) "Incident" means a unique customer question asked through any medium: chat,
--
email, or phone; closure of the Incident may require multiple customer
contacts.
g) "Intellectual Property" includes copyrights, copyright registrations,
--
copyright registration applications, patent rights (including but not
limited to issued or granted patents and patent applications), trademarks,
trademark registrations and applications, domain name and domain name
applications, registered and unregistered design rights, integrated circuit
and semi-conductor topographies, mask works, rights of priority,
confidential processes and information, trade secrets, know how,
inventions, inventor's notes, drawings and designs and all rights in any of
the foregoing, by whatever names those various rights may be known as
anywhere in the world, and all such other rights of a like nature.
h) "pages" and "web pages" means Hyper Text Markup Language (HTML) documents
--
accessible over the world wide web.
i) "HelpDesk Services" means the technical support services listed in
--
Exhibit A that will be available from time to time from ▇▇▇▇▇▇▇▇▇.▇▇▇. This
suite of services consists of both telephone and web based support
services.
j) "MyHelpDesk Application" means the PCsupport.com-maintained web-based
--
facility which provides the online technical support services that form a
part of the entirety of the HelpDesk Services.
k) "▇▇▇▇▇▇▇▇▇.▇▇▇ Marks" means ▇▇▇▇▇▇▇▇▇.▇▇▇'s registered and unregistered
--
trademarks, trade names, business names, logos and other indicia including
▇▇▇▇▇▇▇▇▇.▇▇▇'s domain name used by ▇▇▇▇▇▇▇▇▇.▇▇▇ for identifying its goods
and services.
1.2 Unless the context otherwise requires, the singular shall include the
plural and vice versa and words importing one gender shall include the
other genders
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1.3 Capital Letters. Words and phrases with initial capital letters used herein
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have the meanings given to them in this Agreement.
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1.4 Currency. Unless otherwise specified, all dollar amounts referred to in
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this Agreement shall be deemed to refer to the currency of the United
States of America.
1.5 Time. Time shall be of the essence in this Agreement.
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1.6 Governing Law. This Agreement shall be governed by and construed in
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accordance with the laws of the State of Washington and each of the parties
hereby irrevocably attorns to the jurisdiction of the courts of the State
of Washington.
1.7 General Application. Except as otherwise agreed upon in writing, the terms
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of this Agreement will govern the relationship between ▇▇▇▇▇▇▇▇▇.▇▇▇ and
the Company in respect thereof.
ARTICLE 2 - TERM
2.1 The term of this contract (referred to, together with any renewal term, as
the "Term") shall be for a period of three (3) years commencing on the 12th
day of April, 2001, subject to earlier termination as set forth in this
agreement. This contract may be renewed for a period of one (1) year by the
Company giving written notice of the renewal to ▇▇▇▇▇▇▇▇▇.▇▇▇ not later
than sixty (60) days prior to the end of the 3 year term.
ARTICLE 3 - PROVISION OF PC SUPPORT SERVICES
3.1 Services Provided. The HelpDesk Services are listed on Exhibit A attached
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hereto. ▇▇▇▇▇▇▇▇▇.▇▇▇ does not guarantee that all of the HelpDesk Services
will be continuously maintained and available to Customers except where
noted in Exhibit C. Email an Expert, Live Chat, Desktop Sharing and, after
launch, FirstHELP, will always be available, otherwise, ▇▇▇▇▇▇▇▇▇.▇▇▇ may
alter, discontinue or add to the HelpDesk Services available to Customers
at its sole discretion except where noted in Exhibit C. ▇▇▇▇▇▇▇▇▇.▇▇▇ will
give the Company 90 days prior written notice of any change in the price or
availability of any of the HelpDesk Services available to the Company.
▇▇▇▇▇▇▇▇▇.▇▇▇ will maintain and continue to develop the MyHelpDesk
Application in accordance with its usual business practices.
3.2 Reporting. On a monthly basis, ▇▇▇▇▇▇▇▇▇.▇▇▇ will use commercially
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reasonable endeavors to prepare a summary of the relevant service histories
of Customers' use of the HelpDesk Services and provide such information to
the Company, provided that ▇▇▇▇▇▇▇▇▇.▇▇▇ makes no other warranties or
representations to the Company as to the accuracy thereof.
3.3 Hosting HelpDesk Services. Subject to any force majeure, ▇▇▇▇▇▇▇▇▇.▇▇▇
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will host the MyHelpDesk Application on its servers.
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3.4 Delivering HelpDesk Services. The Company will work, with ▇▇▇▇▇▇▇▇▇.▇▇▇'s
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assistance, to design and host a section of the Company's Site likely
labeled "Support" or as some other word, phrase or symbol reasonably
acceptable to ▇▇▇▇▇▇▇▇▇.▇▇▇ which will include one or more web pages that
describe the HelpDesk Services available to Customers and provide a link to
the MyHelpDesk Application. The Company will make such page or pages
available within 30 days of the Commencement Date.
3.5 ▇▇▇▇▇▇▇▇▇.▇▇▇ Provisioning and Availability. Subject to any force majeure,
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and to details of service levels more fully described in Exhibit B,
▇▇▇▇▇▇▇▇▇.▇▇▇ will maintain the service levels for Internet-delivered
services detailed in Exhibit C and for telephone-delivered services
detailed in Exhibit E.
ARTICLE 4 - HELPDESK SERVICES
4.1 HelpDesk Services. ▇▇▇▇▇▇▇▇▇.▇▇▇ will make the HelpDesk Services listed in
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Exhibit A available to Customers. The MyHelpDesk Application detailed
feature list is listed in Exhibit D.
4.2 MyHelpDesk Application Modifications. ▇▇▇▇▇▇▇▇▇.▇▇▇ will modify the
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MyHelpDesk Application such that the Company's logo is integrated into the
MyHelpDesk Application with the reasonable consent of Company, such consent
not to be unreasonably withheld.
4.3 Company's Site Modifications. The Company will be responsible for making
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changes to the Company's Site to describe the HelpDesk Services and to
provide the Company's Customers a link by which to access the MyHelpDesk
Application.
4.4 Timing. ▇▇▇▇▇▇▇▇▇.▇▇▇ will use commercially reasonable endeavors to make
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the HelpDesk Services available for the Company's use within 30 days of the
Commencement Date.
4.5 Registration Process. ▇▇▇▇▇▇▇▇▇.▇▇▇ and the Company will agree to a format
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to pass Customer registration information from the Company to ▇▇▇▇▇▇▇▇▇.▇▇▇
such that Customers will be authorized to access the HelpDesk Services. All
Customer information provided by either the Company or ▇▇▇▇▇▇▇▇▇.▇▇▇ to the
other will be governed by the privacy policy of the provider and will be
protected by commercially reasonable security methods.
4.6 Links to Company. ▇▇▇▇▇▇▇▇▇.▇▇▇ may maintain a link to the Company's Site
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on its web page that lists all users of the HelpDesk Services as permitted
by those users from time to time. The parties will reasonably agree on a
plan under which the Company will use commercially reasonable endeavors to
promote the HelpDesk Services on its website and in other media and
marketing material.
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4.7 Further Marketing. Upon mutual agreement, the Company and ▇▇▇▇▇▇▇▇▇.▇▇▇
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will cooperate to develop and pursue further co-marketing and cross-
promotional endeavors to promote each other's goods and services.
ARTICLE 5 - TRADEMARKS, PRIVACY
5.1 Use by ▇▇▇▇▇▇▇▇▇.▇▇▇. The Company hereby grants ▇▇▇▇▇▇▇▇▇.▇▇▇ a limited,
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non-exclusive right and license to use, during the term of this Agreement
only, the Company's Marks on the MyHelpDesk Application and on
▇▇▇▇▇▇▇▇▇.▇▇▇'s website and as otherwise contemplated herein provided that
▇▇▇▇▇▇▇▇▇.▇▇▇ will conform to the Company's policies regarding use of its
trademarks and obtain the Company's express consent prior to publishing any
web pages or other media containing any of the Company's Marks.
5.2 Use by Company. ▇▇▇▇▇▇▇▇▇.▇▇▇ hereby grants the Company a limited, non-
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exclusive right and license to use, during the term of this Agreement only,
▇▇▇▇▇▇▇▇▇.▇▇▇'s Marks on the Company's Site, printed materials and as
otherwise contemplated herein provided that the Company will conform to
▇▇▇▇▇▇▇▇▇.▇▇▇'s policies regarding use of its trademarks and submit for
approval to ▇▇▇▇▇▇▇▇▇.▇▇▇ any web pages or other media containing any of
▇▇▇▇▇▇▇▇▇.▇▇▇'s Marks.
5.3 No Use or Registration of ▇▇▇▇▇▇▇▇▇.▇▇▇ Marks. The Company will not use or
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register as a trademark any ▇▇▇▇ that is likely to be confusing with any
▇▇▇▇▇▇▇▇▇.▇▇▇ Marks nor will the Company authorize any third parties
including any Customer to use any ▇▇▇▇▇▇▇▇▇.▇▇▇ Marks.
5.4 ▇▇▇▇▇▇▇▇▇.▇▇▇ Indemnity. The Company will indemnify and save ▇▇▇▇▇▇▇▇▇.▇▇▇
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harmless from all claims, suits, losses, damages, liabilities expenses,
penalties and costs (including legal costs) suffered by or imposed upon
▇▇▇▇▇▇▇▇▇.▇▇▇ as a result of any claim of infringement by any third party
with respect to the Company's Marks and the Company covenants to undertake
at its sole cost all defenses thereof.
5.5 Company Indemnity. Subject to subsection 7.1, ▇▇▇▇▇▇▇▇▇.▇▇▇ will indemnify
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and save the Company harmless from all claims, suits, losses, damages,
liabilities expenses, penalties and costs (including legal costs) suffered
by or imposed upon the Company as a result of any claim of infringement by
any third party with respect to ▇▇▇▇▇▇▇▇▇.▇▇▇'s Marks and ▇▇▇▇▇▇▇▇▇.▇▇▇
covenants to undertake at its sole cost all defenses thereof.
5.6 Privacy Issues. ▇▇▇▇▇▇▇▇▇.▇▇▇ and the Company will each observe all
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privacy policies from time to time established by the other and all
applicable privacy legislation with respect to Customers and their use of
the HelpDesk Services and the MyHelpDesk Application.
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5.7 Indemnity Procedures. The party seeking indemnification pursuant to
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Section 5 of this Agreement (the "Indemnified Party"), will give prompt
notice to the other party (the "Indemnified Party"). In addition, the
Indemnified Party will allow the Indemnifying Party to direct the defense
and settlement of any such claim, with counsel of the Indemnifying Party's
chossing, and will provide the Indemnifying Party, at the Indemnifying
Party's expense, with information and assistance that is reasonably
necessary for the defense and settlement of the claim. The Indemnified
Party reserves the right to retain counsel at the Indemnified Party's sole
expense, to participate in the defense of any such claim. If the terms of
such settlement would adversely affect the Indemnified Party's rights under
the Agreement, the Indemnifying Party shall not settle any such claim or
alleged claim without first obtaining the Indemnified Party's prior written
consent, which consent shall not be reasonably withheld.
5.8 Protection of Confidential Information. Each of the parties acknowledges
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that in the course of the provision of PC Services to Customers under this
Agreement, they will acquire certain Confidential Information of the other
party, and each hereby agrees and covenants to:
a) keep secret and retain in the strictest confidence all Confidential
Information of the other party;
b) not disclose any Confidential Information of the other party to any
third party, either during or after the term of this Agreement except
as required under this Agreement or with the express written consent
of the other party;
c) use any of the other party's Confidential Information for any purpose
other than to perform their respective responsibilities under this
Agreement; and
d) take the same measures to protect the Confidential Information of the
other party received by it, as it prudentially should take with
respect to its own Confidential Information.
5.9 Ownership of Confidential Information. All Intellectual Property in and to
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the HelpDesk Services, ▇▇▇▇▇▇▇▇▇.▇▇▇'s business methods in delivering the
HelpDesk Services, the design and functionality of the MyHelpDesk
Application, the design and functionality of any Company web pages authored
by ▇▇▇▇▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇▇▇▇.▇▇▇'s website belong solely to ▇▇▇▇▇▇▇▇▇.▇▇▇
and the Company does not and will not acquire any rights therein except as
specifically provided for herein. Notwithstanding the foregoing, any copy
and content related solely to the look and feel of Company's logo and other
branding which does not affect the design or operation of ▇▇▇▇▇▇▇▇▇.▇▇▇'s
business methods in delivering the HelpDesk Services, or the design and
functionality of the MyHelpDesk Application, shall remain the property of
the Company.
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5.10 Remedies. Each party acknowledges that a breach by it or any of its
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affiliates of any of the covenants contained in this Agreement would result
in damages to the other party and that such injured party may not be
adequately compensated for such damages by monetary award alone.
Accordingly, each party agrees that in the event of any such breach or
anticipated breach, in addition to any other remedies available at law or
otherwise, the other party shall be entitled as a matter of right to apply
to a court of competent jurisdiction for relief by way of injunction,
restraining order, decree or otherwise as may be appropriate to ensure
compliance by the breaching party and its affiliates with the provisions of
this Agreement. Any remedy expressly set out in this Agreement shall be in
addition to and not inclusive of or dependent upon the exercise of any
other remedy available at law or otherwise.
ARTICLE 6 - TECHNICAL SUPPORT COSTS AND DELIVERY
6.1 Implementation. Upon receipt of the Initial Setup Fee and the Deposit
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listed in Exhibit B, ▇▇▇▇▇▇▇▇▇.▇▇▇ will schedule the implementation of
HelpDesk Services for Company; such implementation to be complete within 30
days. Company will provide to ▇▇▇▇▇▇▇▇▇.▇▇▇ details of its customer base,
including names, email addresses, and such other information reasonably
agreed to among the Parties at least one week prior to the implementation
of HelpDesk Services.
6.2 HelpDesk Service Options. ▇▇▇▇▇▇▇▇▇.▇▇▇ will provide HelpDesk Services to
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Company according to Option 2 of Exhibit B. Company shall be entitled to
switch options by giving 30 days written notice to ▇▇▇▇▇▇▇▇▇.▇▇▇.
▇▇▇▇▇▇▇▇▇.▇▇▇ will provide Sales and Signup Services to Company per Exhibit
B.
6.3 Monthly Billing. Billing is done on the first day of the month for
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services provided in that month. Initial monthly billing is targeted at
[ + ]. Monthly billing may be adjusted for actual usage as specified more
fully in Exhibit B. The Company agrees to submit payment owed to
▇▇▇▇▇▇▇▇▇.▇▇▇ for the provision of HelpDesk Services no later than the
first day of the current month. For the first month, billing will be pro-
rated for the number of days that services will be provided in the first
month, and Company will be credited for Deposit made per Exhibit B. Overdue
accounts will bear interest at the rate of 2% per month.
6.4 Taxes Extra. The Company will be responsible for payment of all applicable
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sales value-added and like taxes and charges of any kind imposed by any
federal, provincial, state or local governmental entity for products or
services provided under this Agreement.
_____________________
+ Certain portions of this exhibit have been omitted pursuant to a request for
confidential treatment filed with the Securities and Exchange Commission.
Omitted portions have been filed separately with the Securities and Exchange
Commission.
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6.5 Auditing. ▇▇▇▇▇▇▇▇▇.▇▇▇ shall keep and maintain accurate books of and
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account records covering all transactions relating to this Agreement. The
Company or its designee shall be entitled to (i) audit and inspect such
books and records at the Company's expense once per quarter at any time
during or up to 1 year after the termination of the Agreement during
reasonable business hours and upon 20 days prior written notice to
▇▇▇▇▇▇▇▇▇.▇▇▇, and (ii) make copies and summaries of such books and
records. ▇▇▇▇▇▇▇▇▇.▇▇▇ shall retain all such books of account and records
for a minimum of 1 year after termination of this Agreement. If the
Company's duly authorized representative discovers a deficiency in the
monies charged by ▇▇▇▇▇▇▇▇▇.▇▇▇ for any period under audit (an "Audit
Deficiency"), ▇▇▇▇▇▇▇▇▇.▇▇▇ shall promptly pay such Audit Deficiency to the
Company unless such amounts are reasonably disputed by ▇▇▇▇▇▇▇▇▇.▇▇▇. In
the event, ▇▇▇▇▇▇▇▇▇.▇▇▇, or its authorized representative, conducts its
own audit, the Company at its sole election, may have access to and make
copies of all reports and documentation generated from such audit in lieu
of conducting its own audit. The Company shall be charged for such
reasonable costs incurred while reproducing any reports or documentation.
ARTICLE 7 - LIMITATIONS ON WARRANTIES
7.1 Limitation of ▇▇▇▇▇▇▇▇▇.▇▇▇'s Liability. ▇▇▇▇▇▇▇▇▇.▇▇▇ will use its
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commercially reasonable best endeavors to provide reliable technical
support through the HelpDesk Services in a reasonable and workmanlike
manner. The Company, however, acknowledges that, because of the nature of
the HelpDesk Services and the manner in which Customers may use and alter
the use of their computers, ▇▇▇▇▇▇▇▇▇.▇▇▇ cannot assure the Company or
Customers that the HelpDesk Services will be correct or effective. In no
event will ▇▇▇▇▇▇▇▇▇.▇▇▇ or any of its officers, directors, employees,
shareholders or representatives be liable for any special, indirect,
incidental, exemplary or consequential damages, even if ▇▇▇▇▇▇▇▇▇.▇▇▇ has
been notified of the possibility or likelihood of such damages occurring,
regardless of the form of action, arising out of or related to the
performance of the Agreement, except for those caused by the gross
negligence or willful misconduct of ▇▇▇▇▇▇▇▇▇.▇▇▇, its employees or agents,
provided that the foregoing shall not limit ▇▇▇▇▇▇▇▇▇.▇▇▇'s obligation
under Section 5 to indemnify, defend and hold the Company harmless against
amounts payable to third parties. In no event will ▇▇▇▇▇▇▇▇▇.▇▇▇'s
liability for any damages to the Company or any third party ever exceed the
amount received by ▇▇▇▇▇▇▇▇▇.▇▇▇ under this Agreement, regardless of the
form of action.
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7.2 Limitation of Company's Liability. In no event will Company or any of its
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officers, directors, employees, shareholders, or representatives be liable
for any special, indirect, incidental, exemplary or consequential damages
arising out of or related to the performance of the Agreement, except for
those caused by the gross negligence or willful misconduct of Company, its
employees or agents, provided that the foregoing shall not limit Company's
obligation under Section 5 to indemnify, defend and hold ▇▇▇▇▇▇▇▇▇.▇▇▇
harmless against amounts payable to third parties.
7.3 Contracts with Customers. The Company will ensure that all Customers
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execute or otherwise effectively accept and are bound by a contract that
limits ▇▇▇▇▇▇▇▇▇.▇▇▇'s liability to such Customer for use of or reliance on
the MyHelpDesk Application or HelpDesk Services to nil. Neither Party nor
its employees nor agents shall offer to Customers warranties or
representations for the Company's HelpDesk Services which would obligate or
otherwise bind either Party beyond any warranty or representation expressly
set forth in this Agreement.
7.4 Warranty. ▇▇▇▇▇▇▇▇▇.▇▇▇ disclaims all express or implied warranties
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INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.
ARTICLE 8 - TERMINATION
8.1 Termination. Either party may at its option terminate this Agreement with
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immediate effect, if:
a) the other party fails to correct any breach of any warranty,
representation or other material provision of this Agreement within 30
days written notice of such breach;
b) upon written notice if (i) all or a substantial portion of the assets
of the other party are transferred to an assignee for the benefit of
creditors, to a receiver or to a trustee in bankruptcy, (ii) a
proceeding is commenced by or against the other party for relief under
bankruptcy or similar laws and such proceeding is not dismissed within
60 days, or (iii) the other party is adjudged bankrupt; or
c) a force majeure (as defined in section 9.3) persists for more than 60
days.
8.2 Termination for Convenience. Either party may at its option terminate this
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Agreement by giving 90 days written notice to the other party.
Notwithstanding the foregoing, if in ▇▇▇▇▇▇▇▇▇.▇▇▇'s sole reasonable
opinion, the call pattern of Company's customers deviates significantly
from that listed in Appendix B, then ▇▇▇▇▇▇▇▇▇.▇▇▇ shall have the right to
reasonably adjust the pricing of HelpDesk Services to reflect the true call
pattern upon 30 days notice to Company.
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8.3 Effect of Termination. If this Agreement is terminated, then the Company
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and all Customers will forthwith cease to be entitled to access or use the
HelpDesk Services, the MyHelpDesk Application or any other service or web
pages provided or maintained by ▇▇▇▇▇▇▇▇▇.▇▇▇. Each party's license to use
the other party's Marks will cease. Within 20 business days of such
termination, ▇▇▇▇▇▇▇▇▇.▇▇▇ shall provide to the Company a status report
detailing all outstanding customer issues provided that the Company is not
in breach of any provision of this Agreement.
ARTICLE 9 - MISCELLANEOUS PROVISIONS
9.1 Assignment. The Company may not assign or transfer its rights or
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obligations under this Agreement without prior written consent of
▇▇▇▇▇▇▇▇▇.▇▇▇, which consent ▇▇▇▇▇▇▇▇▇.▇▇▇ may withhold for any reason and
any attempt by the Company to assign or delegate any rights, duties or
obligations which arise under this Agreement without such consent is void.
9.2 Severability. If any provision of this Agreement is held to be invalid or
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unenforceable under applicable law, the remaining provisions of this
Agreement will remain in full force and effect and will in no way be
affected, impaired, or invalidated unless removal of the provision at issue
results in a material change to this Agreement.
9.3 Force Majeure. Neither party shall be held liable for any delay or failure
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in the performance of any part of this Agreement from any cause beyond its
control and without its fault or negligence, including without limitation,
acts of God, acts of civil or military authority, government regulations,
embargoes, epidemics, war, terrorist acts, riots, injunctions, fires,
explosions, earthquakes, nuclear accidents, floods, power blackouts, or
unusually severe weather conditions.
9.4 Independent Contractors. Nothing in this Agreement shall be deemed to
-----------------------
create or give rise to a partnership or joint venture between the parties.
Neither party shall have the authority to, or shall attempt to, bind or
commit the other party for any purpose except as expressly provided herein.
9.5 No Waiver; Severance. No failure on the part of either party to exercise,
--------------------
no delay in exercising, and no course of dealing with respect to any right,
power or privilege under this Agreement shall operate as a waiver thereof,
nor shall any single or partial exercise of any such right, power or
privilege preclude any other or further exercise thereof or the exercise of
any other right, power or privilege.
12
9.6 Survival Beyond Term. The respective obligations of the parties under
--------------------
Articles 5, 6 and 7 shall survive any expiration or termination of this
Agreement. Any other terms of this Agreement, which by their nature extend
beyond the end of the term of this Agreement shall likewise remain in
effect until fulfilled.
9.7 Publicity. The parties will disclose the existence of this Agreement in
---------
press releases and public announcements as jointly agreed upon, provided
that each party acknowledges that the parties are subject to continuous
disclosure rules in certain jurisdictions and each party will cooperate in
the preparation and release of any news release or other publication of a
matter involving the other party required by such rules.
9.8 Notices. All notices, requests and other communications called for by this
-------
Agreement shall be in writing, delivered personally or by facsimile or
certified or registered mail to the respective addresses set forth herein
(or at such other addresses as shall be given in writing by each party to
the other). All notices, requests, demands or communications shall be
deemed to have been given upon personal delivery or on the calendar day
following the date of the facsimile, or when received of sent by certified
or registered mail.
9.9 Construction. This Agreement has been negotiated by the parties and will
------------
be interpreted fairly in accordance with its terms and without any strict
construction in favor of or against either party. The headings and captions
set forth herein are for convenience of reference only and shall not affect
the construction or interpretation hereof.
9.10 Entire Agreement. This Agreement and all schedules and the exhibits hereto
----------------
constitute the entire agreement between the parties with respect to the
subject matter hereof and all previous agreements or discussions between
the parties relating to the subject matter hereof, written or oral, are
hereby terminated and superseded by this Agreement. If this Agreement
contemplates the attachment of a schedule or exhibit which has not been
created as of the Commencement Date or which is subsequently amended after
the Commencement Date, such schedule or exhibit is hereby incorporated by
reference as and when created or amended without the necessity of physical
attachment to this Agreement provided that each party shall have approved
in writing such schedule, exhibit or amendment. This Agreement may be
amended or modified only by a written instrument signed by both parties.
9.11 Counterparts. This Agreement may be executed in counterparts, each of
------------
which will be deemed an original, but all of which taken together will
constitute one and the same instrument. Facsimile signatures will be
deemed originals.
9.12 Enurement. This Agreement shall be binding upon and enure to the benefit
---------
of the parties hereto and their respective personal representatives,
successors and assigns.
13
9.13 No Exclusivity. Nothing in this Agreement shall restrict or prevent
--------------
▇▇▇▇▇▇▇▇▇.▇▇▇ from entering into a similar agreement with another party.
9.14 No Solicitation. The Company will not solicit for employment the
---------------
employees of the other party hereto using knowledge about that employee
or contact with that employee that was obtained through the performance
of this Agreement.
9.15 Notices:
-------
Notices to be given to ▇▇▇▇▇▇▇▇▇.▇▇▇ shall be delivered to:
Contracts Administration,
▇▇▇▇▇▇▇▇▇.▇▇▇, Inc.,
Suite 300 - ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Telephone: ▇▇▇ ▇▇▇ ▇▇▇▇
Fax: ▇▇▇ ▇▇▇ ▇▇▇▇
Notices and invoices to be given to the Company shall be delivered to:
▇▇▇ ▇▇▇▇▇▇▇, President
Internet Services Management Group Inc.,
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇ ▇▇▇
Fax:
e-mail: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
RESPONSIBILITIES OF ▇▇▇▇▇▇▇▇▇.▇▇▇ TELEPHONE CALL CENTER
-------------------------------------------------------
10.1 ▇▇▇▇▇▇▇▇▇.▇▇▇ shall provide to the Company, ▇▇▇▇▇▇▇▇▇.▇▇▇ customer
communication and other telephone call centre related services (the
"▇▇▇▇▇▇▇▇▇.▇▇▇ Services") as described in Exhibit F hereto, including if
applicable the processing of Company customer orders and inquiries. The
▇▇▇▇▇▇▇▇▇.▇▇▇ Services shall be provided for the benefit of existing and
potential customers of the Company in respect of the Company Business
(including the sale, marketing and provision of goods and services) as
described in Exhibit G hereto. ▇▇▇▇▇▇▇▇▇.▇▇▇ shall use commercially
reasonable efforts to provide the ▇▇▇▇▇▇▇▇▇.▇▇▇ Services in accordance
with the ▇▇▇▇▇▇▇▇▇.▇▇▇ service standards (the "Service Level Agreement")
described in Exhibit E hereto. For the purpose of this Agreement
"commercially reasonable efforts" shall mean efforts which are consistent
with the standards and degree of effort normal and customary to industry
standard.
14
10.2 ▇▇▇▇▇▇▇▇▇.▇▇▇ shall at all times during the term of this Agreement,
ensure that it has all of the fully trained and competent personnel
necessary to provide to the Company the ▇▇▇▇▇▇▇▇▇.▇▇▇ Services.
▇▇▇▇▇▇▇▇▇.▇▇▇ shall, upon reasonable notice and during regular business
hours, allow the Company to meet with such personnel from time to time to
assess their competency. If, acting reasonably, the Company is
dissatisfied with certain of the personnel's competency, it shall so
notify ▇▇▇▇▇▇▇▇▇.▇▇▇ in writing, and ▇▇▇▇▇▇▇▇▇.▇▇▇ shall forthwith take
such actions so as to remove the personnel so designated by the Company
as not competent from servicing the Company.
10.3 Subject to applicable law and to industry standards, ▇▇▇▇▇▇▇▇▇.▇▇▇ shall
establish quality control practices, including, but not limited to, the
regular monitoring of calls being handled by service representatives for
the purpose of ensuring compliance with the Service Standards described
in Exhibit E. Subject to applicable law, industry standards and economic
or technical feasibility, ▇▇▇▇▇▇▇▇▇.▇▇▇ shall, upon the Company's
request, provide the Company suitable means by which the Company may
conduct monitoring of calls from a remote location or on ▇▇▇▇▇▇▇▇▇.▇▇▇
site.
10.4 ▇▇▇▇▇▇▇▇▇.▇▇▇ shall provide all reasonably necessary administrative and
clerical support for the ▇▇▇▇▇▇▇▇▇.▇▇▇ Services in support of the
marketing of the Company Business.
10.5 ▇▇▇▇▇▇▇▇▇.▇▇▇ may refer to its retention by the Company hereunder and may
display the Company's corporate or trade name in connection therewith.
10.6 ▇▇▇▇▇▇▇▇▇.▇▇▇ shall promptly following its becoming aware of same advise
the Company of any material omissions or inaccuracies contained in the
training documents, call scripts and processing guidelines or other
supporting materials provided or approved by the Company to ▇▇▇▇▇▇▇▇▇.▇▇▇
including as provided or to be provided pursuant to Schedule (G) hereto.
In the event that any such material omission or inaccuracy is discovered
or a material question is presented that requires interpretation by the
Company, ▇▇▇▇▇▇▇▇▇.▇▇▇ shall use reasonable and prompt efforts to obtain
clarification and instruction from the Company; provided, however, that
until the Company provides such clarification and instruction,
▇▇▇▇▇▇▇▇▇.▇▇▇ may proceed in any manner determined in ▇▇▇▇▇▇▇▇▇.▇▇▇
reasonable discretion to be appropriate in the circumstances.
RESPONSIBILITIES OF THE COMPANY
-------------------------------
11.1 All Company representatives shall conduct themselves in an appropriate,
businesslike and professional manner when visiting the Center, and the
Company shall be responsible for the actions of such representatives.
15
11.2 The Company shall provide to ▇▇▇▇▇▇▇▇▇.▇▇▇ all available proprietary
information that is reasonably required or desired to train ▇▇▇▇▇▇▇▇▇.▇▇▇
personnel and assist them in performing the ▇▇▇▇▇▇▇▇▇.▇▇▇ Services
effectively, including, without limitation and as may be relevant, call
volume projections, sales and technical materials and literature,
computer programming information, distribution plans, directories and
lists of existing and prospective Company customers. The Company shall
provide to ▇▇▇▇▇▇▇▇▇.▇▇▇ from time to time as reasonably required or
desired detailed product and service information (including specific
price quotations) to be used by ▇▇▇▇▇▇▇▇▇.▇▇▇ in providing the
▇▇▇▇▇▇▇▇▇.▇▇▇ Services. To the extent possible, the obligations of the
Company contained in this section shall be set forth in Schedule (G)
hereto, and are hereinafter referred to as the "Company Obligations".
11.3 Unless otherwise agreed at the time, revisions or modifications to the
Company Obligations may only be made by the Company upon at least thirty
(30) days' written notice to ▇▇▇▇▇▇▇▇▇.▇▇▇, and in any event shall be
agreed upon by both the Company and ▇▇▇▇▇▇▇▇▇.▇▇▇, acting reasonably.
11.4 The Company shall as early as possible and at least fifteen (15) days in
advance thereof, advise ▇▇▇▇▇▇▇▇▇.▇▇▇ in writing of a decision by the
Company, to materially increase or decrease such external advertising or
marketing support of the relevant Company good or service.
16
AS WITNESS THIS CONTRACT HAS BEEN DULY EXECUTED FOR AND ON
BEHALF OF THE PARTIES ON THE DATE FIRST BEFORE MENTIONED
SIGNED for and on behalf of ▇▇▇▇▇▇▇▇▇.▇▇▇, Inc.
Signature /s/ ▇▇▇▇▇ ▇▇▇▇▇
------------------------------
Name ▇▇▇▇▇ ▇▇▇▇▇
Position Vice President Finance and Chief Financial Officer
Date March 14, 2000
SIGNED for and on behalf of Skyenet Inc.
Signature /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------
Name ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Position President
Date March 13, 2000
17
EXHIBIT A - HelpDEsk Services
Self Help: Technical resources available for users to help themselves
----------------------------------------------------------------------
Learning Center - Graphically rich, short tutorials that teach users about the
Internet, common applications and operating systems.
FirstHelp* - A resource directory that indexes over 16,000 Internet resources
sorted by product. There are over 2,200 software and hardware products
supported. These self-help resources are verified and expanded daily.
* available April, 2001.
Assisted Help: Support delivered 24 x 7 by live experts
--------------------------------------------------------
Telephone Support - Immediate answers to technical support inquiries by
telephone session with Support analysts.
Email An Expert - Answers to technical support inquiries via email by our
Support analysts.
Live Chat - Immediate answers to technical support inquiries in a text-based,
real-time interactive chat session by our Support analysts.
Desktop Sharing - Remote access and troubleshooting to a user's desktop over the
Internet by one of our Support analysts.
18
EXHIBIT B - PRICING
Company will give PC ▇▇▇▇▇▇▇.▇▇▇ 30 days prior written notice if they decide to
change pricing options.
Option 1:
24x365 Unlimited access to all HelpDesk Services as listed above:
--------------------------------------------------------------------------------------------
# of Sub's Price Per Sub % of Incidents Online Online Usage Discount New Price
--------------------------------------------------------------------------------------------
[ * ]
* Pricing is based on a [ + ] on telephone usage and average call duration of
ten minutes. Calculation of minutes allowable under the percent cap is as
follows ([ + ] users X [ + ] X [ + ] minutes = [ + ] minutes monthly support
time per [ + ] users). Any phone support minutes over the percentage cap will be
billed at [ + ] per minute. This price also includes the Connection Wizard.
Initial Setup Fee [ + ]
Connection Wizard Setup Fee [ + ]
_____________________
+ Certain portions of this exhibit have been omitted pursuant to a request for
confidential treatment filed with the Securities and Exchange Commission.
Omitted portions have been filed separately with the Securities and Exchange
Commission.
19
Option 2:
24x365 access to Assisted Help including telephone support:
---------------------------------------------------------------------------------------------
# of Subs Unlimited Online Telephone Support Connection
Support per minute Wizard
---------------------------------------------------------------------------------------------
[ + ]
* Fees for Connection Wizard are one-time fees per end-user charged when the
user activates such feature.
Initial Setup Fee [ + ]
Connection Wizard Setup Fee [ + ]
Option 3:
24x365 access to Assisted Help:
----------------------------------------------------------------------------------------------------------------------
# of Subs Price Per Agent Hour Online Price Per Agent Hour Telephone Connection Wizard
----------------------------------------------------------------------------------------------------------------------
[ + ]
Company will determine staffing levels to deliver services in consultation with
▇▇▇▇▇▇▇▇▇.▇▇▇. Initially, ▇▇▇▇▇▇▇▇▇.▇▇▇ will provide approximately [ + ] Agent
Hours monthly, equivalent to approximately [ + ] support professionals.
Company acknowledges that Service Level Agreement specified in Exhibits C and E
may not be achieved because Company will be responsible for determining
appropriate staffing levels.
If the average call length is more than [ + ] minutes, additional time will be
credited towards the next month's billing.
In the event, Company requests monthly staffing changes of [ + ] full time
agents ▇▇▇▇▇▇▇▇▇.▇▇▇ will require 48 hour notice. For monthly staffing changes
of more than +/- 3 full time agents ▇▇▇▇▇▇▇▇▇.▇▇▇ will require between 2 and 4
weeks notice.
*Fees for Connection Wizard are one-time fees per end-user charged when the user
activates such feature.
___________________
+ Certain portions of this exhibit have been omitted pursuant to a request for
confidential treatment filed with the Securities and Exchange Commission.
Omitted portions have been filed separately with the Securities and Exchange
Commission.
20
Initial Setup Fee [ + ]
Connection Wizard Setup Fee [ + ]
__________________
+ Certain portions of this exhibit have been omitted pursuant to a request for
confidential treatment filed with the Securities and Exchange Commission.
Omitted portions have been filed separately with the Securities and Exchange
Commission.
21
SALES AND SIGN-UP SERVICES
--------------------------------------------------------------------------------
Sales/Signup (Per Minute Rate) Sales/Signup (Hourly Rate)
--------------------------------------------------------------------------------
[ + ]
Company will determine staffing levels to deliver services in consultation with
▇▇▇▇▇▇▇▇▇.▇▇▇. Initially, ▇▇▇▇▇▇▇▇▇.▇▇▇ will provide one (1) full-time dedicated
daily (8 hour shift) Agent at the hourly rate. Initially all overflow will be
signed up at the per minute rate through the non-dedicated queue. In the event,
Company requests monthly staffing changes of +/- 3 full time agents
▇▇▇▇▇▇▇▇▇.▇▇▇ will require 48 hour notice. For monthly staffing changes of more
than +/- 3 full time agents ▇▇▇▇▇▇▇▇▇.▇▇▇ will require between 2 and 4 weeks
notice.
HOURLY FEES:
Training Rates (pre-approved) [ + ] USD per hour
TOLL CHARGES:
Billed at cost: currently [ + ] per minute
Note: ▇▇▇▇▇▇▇▇▇.▇▇▇ will set-up and manage 800 numbers on behalf of Company.
▇▇▇▇▇▇▇▇▇.▇▇▇ will not charge any set-up fees or maintenance fees for 800
service. ▇▇▇▇▇▇▇▇▇.▇▇▇ will transfer ownership of 800 lines to Company upon
termination of contract.
SETUP AND DEPOSIT:
Company will pay a Deposit of [ + ] which will be credited towards the first
month's billing as more fully described in Section 6.3 of the main contract.
______________________
+ Certain portions of this exhibit have been omitted pursuant to a request for
confidential treatment filed with the Securities and Exchange Commission.
Omitted portions have been filed separately with the Securities and Exchange
Commission.
22
EXHIBIT C - ▇▇▇▇▇▇▇▇▇.▇▇▇ PROVISIONING AND AVAILABILITY
Network Connectivity
▇▇▇▇▇▇▇▇▇.▇▇▇ assumes responsibility for obtaining and managing Internet
connectivity for our services and will provide sufficient bandwidth to meet
all of the performance requirements listed below.
Support Services Guidelines
We will assist the end users by providing information based on our
experience and backed up by support information published by the software
vendor while applying industry standard troubleshooting methods and
procedures.
First Line support and problem resolution shall encompass, at a minimum,
the following items:
- Identify source of the problem -- Applications vs Environment
- Provide assistance on the products we are contracted to support
by our customers
- Obtain appropriate resources if outside our remote scope
- Provide installation assistance
- Answer configuration questions
- Answer "How do I" questions
- Diagnose and provide solutions for known bugs with fixes
- Properly document problem/symptoms for escalation if necessary
Incident definition
Incident is defined as a unique customer question asked through either:
chat, email, or phone; closure of the incident may require multiple
customer contacts.
Incident Escalation
We currently offer three levels of customer support. Our First Level
technicians field all questions; any incident that is beyond their
capability is immediately escalated to our Second Level technicians. Our
vast expertise has afforded ▇▇▇▇▇▇▇▇▇.▇▇▇ with a number of experts in
particular areas. Any incident that requires escalation to a third level is
passed to one of our subject matter experts (SME).
Incident Closure
Given the resources at ▇▇▇▇▇▇▇▇▇.▇▇▇'s disposal (expertise, Internet,
Knowledge base) we are able to bring closure to [ + ] of all incidents.
Our First and Second Level support team
____________________
+ Certain portions of this exhibit have been omitted pursuant to a request for
confidential treatment filed with the Securities and Exchange Commission.
Omitted portions have been filed separately with the Securities and Exchange
Commission.
23
close the majority of incidents. Closure percentage increases based on training,
information resources available, and skill level of the end user.
24
Capacity
We maintain approximately [ + ] excess capacity to cover shifts and
manpower utilization. We use scaling models for future growth based on
customer forecasts.
Live Assist
▇▇▇▇▇▇▇▇▇.▇▇▇ will maintain a chat acceptance time (time between chat
request and acceptance by a technician) of no more than [ + ] seconds.
There are times when this time may be exceeded due to end user connection
speed and Internet traffic. Live Assist is available 24x7. Uptime is [ + ]
(see Availability of Services).
Email
▇▇▇▇▇▇▇▇▇.▇▇▇ email services offer responses within 4 hours of receipt of
the email. Email is available 24x7 with [ + ] uptime (see Availability
of Services).
Phone
Telephone support calls will be answered within [ + ] rings. In times of
high volume an auto attendant will answer the telephone, a live technician
will receive this call within 1 minute. We will provide telephone support
by accepting calls from end users 24x365.
Availability of Services
▇▇▇▇▇▇▇▇▇.▇▇▇ services will be available to any end user, on a best
endeavors basis at least [ + ] hours per week. Periodic scheduled
maintenance may be performed. When the maintenance window is not required,
services will be available for all member activities. Uptime for all
services is [ + ].
Availability Exceptions
1. Service inaccessibility caused by the failure of facilities or
communication network or which ▇▇▇▇▇▇▇▇▇.▇▇▇ has contracted a third
party supplier to provide.
2. Physical damage to the facility and/or equipment due to Act of God
circumstance.
____________________
+ Certain portions of this exhibit have been omitted pursuant to a request for
confidential treatment filed with the Securities and Exchange Commission.
Omitted portions have been filed separately with the Securities and Exchange
Commission.
25
EXHIBIT D - MYHELPDESK APPLICATION DETAILED FEATURE LIST
---------------------------------------------------------------
Service Feature Included
Category
---------------------------------------------------------------
Automated
Help
---------------------------------------------------------------
Disk Maintenance Utilities Yes
---------------------------------------------------------------
Connection Wizard Yes
---------------------------------------------------------------
Self Help
---------------------------------------------------------------
FirstHelp Future
---------------------------------------------------------------
Content Database Future
---------------------------------------------------------------
Content Filtering Future
---------------------------------------------------------------
Personalized Help Desk Future
---------------------------------------------------------------
Promotion Engine Future
---------------------------------------------------------------
Relevancy Feedback Future
---------------------------------------------------------------
Session History Future
---------------------------------------------------------------
Learning Center Yes
---------------------------------------------------------------
Assisted Help
---------------------------------------------------------------
Email Assist Yes
---------------------------------------------------------------
Live Assist Yes
---------------------------------------------------------------
Desktop Sharing Yes
---------------------------------------------------------------
Telephone Support Yes
---------------------------------------------------------------
User
Management
---------------------------------------------------------------
Enhanced Registration No
---------------------------------------------------------------
Data Harvest No
---------------------------------------------------------------
eCommerce Engine No
---------------------------------------------------------------
License Key Engine Yes
---------------------------------------------------------------
Branding Engine Yes
---------------------------------------------------------------
Incident
Management
---------------------------------------------------------------
Integrated Live Support Yes
---------------------------------------------------------------
Incident Tracking Future
---------------------------------------------------------------
Internal Knowledge Base Future
---------------------------------------------------------------
Reporting Yes
---------------------------------------------------------------
26
Feature Descriptions
Disk Maintenance Standard tools to increase the performance of a user's
hard drive.
Connection Wizard Tool that configures a user's computer to use the
Internet in addition to initiating, and protecting
Internet connectivity.
FirstHelp FirstHelp is a resource directory that indexes over
16,000 Internet resources sorted by product. There are
over 2,200 software and hardware products supported.
These self-help resources are verified and expanded
daily.
Content Database A significant collection of how-to's, tips, bugs, and
tutorials are available to address some of the most
common PC support issues. This content is also sorted
by product and continues to grow in breadth and depth
daily.
Content Filtering A filtering mechanism allows the selection of products
covered by the resources and content to be tailored for
each implementation. Each customer may choose a
specific subset of products to support for their
particular implementation. This reduces the amount of
potentially distracting material that end-users might
come across when searching for help.
Personalized Help Desk A personalized help desk engine allows users to select
specific products that they use regularly to be part of
their personalized help desk. This provides easy "one-
click" access to resources for their most often used
applications or hardware components. Users can select
from any of the products supported by the particular
implementation they are accessing but not those
excluded from the service (see Content Filtering -
above).
Promotion Engine A customizable context sensitive promotion engine
allows promotions, offers, reminders, or other notices
to be displayed to end-users when viewing an associated
product directory. For example, a user browsing the
help directory for Microsoft Excel, might see a notice
of an upcoming company sponsored Excel productivity
training course.
Relevancy Feedback When viewing a help resource, users can provide
feedback on the usefulness of the resource in solving
their problem.
27
Session History A log of questions/problems including the resource that
solved the problem is maintained and available to users
so they can quickly access resources that solved
previous problems.
Learning Center Graphically rich, short tutorials that teach users
about aspects of the Internet, common software
applications and operating systems.
Email Assist Answers to technical support inquiries by email within
a 4 hour turnaround time by ▇▇▇▇▇▇▇▇▇.▇▇▇'s Support
analysts.
Live Assist Immediate answers to technical support inquiries in a
text-based, real-time interactive chat session with one
of ▇▇▇▇▇▇▇▇▇.▇▇▇'s Support analysts.
Desktop Sharing Desktop Sharing of a user's desktop over the Internet
by one of ▇▇▇▇▇▇▇▇▇.▇▇▇'s Support analysts.
Telephone Support Immediate answers to technical support inquiries
delivered over the telephone by ▇▇▇▇▇▇▇▇▇.▇▇▇'s Support
analysts.
Enhanced Registration Enhanced registration provides for customizing the data
collected from users when they register. The type of
data collected can be configured for each company and
does not require coding changes to the system. Data
collected can include: personal information,
demographic data, system information, or any other type
of data.
Data Harvesting In addition to the Enhanced Registration capabilities,
system profiles can be gathered from the users computer
during registration using a fully automated data-
harvesting component. This component is configurable to
gather information from the users machine including:
OS, peripherals, applications, network settings,
configuration, memory, hard drives, etc.
eCommerce Engine The eCommerce engine supports multiple subscription
based packages at different prices in different
currencies. It integrates with the user management
system, providing entitlement data for users based on
their purchases. It uses ▇▇▇▇▇▇▇▇▇.▇▇▇'s eCommerce
payment gateway to process credit card transactions in
real time securely over the Internet using industry
standard encryption technology of the highest levels.
28
License Key Engine A license key system allows user entitlement to be
handled via license keys or promotional codes rather
than using the eCommerce engine. Users simply enter a
valid key on the PC Support Application to obtain
access to the agreed upon services. License keys or
promotional codes are easily created by ▇▇▇▇▇▇▇▇▇.▇▇▇
to distribute to companies as necessary.
Branding Engine The branding engine allows for customer logos to be
added to the PC Support Application easily.
Integrated Live Support Integrated email, chat and telephone solutions allow a
group of agents to deal with both types of requests
using a single integrated incident management solution.
The live support tools provide the ability to quickly
reference a users incident history as well as push
helpful content to users (i.e. URL's or KB articles).
Incident Tracking A holistic incident tracking system allows incidents to
persist in the system until they are resolved, which
may include a variety of customer interactions or agent
activities. Incidents can be assigned to and later
transferred among agents. Users can view their own
incident history and refer to past case numbers when
re-engaging a live support agent. Time spent on each
incident activity is recorded and summed when the
incident is closed.
Knowledgebase A knowledgebase that is integrated with the live
support tools allows agents to easily and quickly
publish knowledgebase articles from scratch or using a
live support incident as a catalyst.
Reporting A variety of reports are available quickly and readily
to administrators including: incident data, agent
activity data, knowledge base data, and user data.
29
EXHIBIT E - CALL CENTER / TECHNICAL SUPPORT AGREEMENT
▇▇▇▇▇▇▇▇▇.▇▇▇ TELEPHONE SERVICE LEVEL AGREEMENT
-----------------------------------------------
Service standards for telephone support as described in clauses 10.1 and 10.3
include:
-----------------------------------------------------------------------
MEASURE STANDARD
-----------------------------------------------------------------------
Days of Operation Monday to Sunday, 52 weeks per year
-----------------------------------------------------------------------
Hours of Operation 24 Hours a day, 7 days a week
-----------------------------------------------------------------------
Service Level [ + ]
-----------------------------------------------------------------------
Average Speed of Answer (ASA) [ + ]
-----------------------------------------------------------------------
Secondary Service Level [ + ]
-----------------------------------------------------------------------
Percent of Calls Answered [ + ]
-----------------------------------------------------------------------
Abandon Rate [ + ]
-----------------------------------------------------------------------
Average Call Handle Time [ + ]
-----------------------------------------------------------------------
First Call Resolution [ + ]
-----------------------------------------------------------------------
Percent of Uptime [ + ]
-----------------------------------------------------------------------
Sales objectives [ + ]
-----------------------------------------------------------------------
Call Quality [ + ]
-----------------------------------------------------------------------
Further service standards will be mutually agreed upon by ▇▇▇▇▇▇▇▇▇.▇▇▇ and
Company, in writing, as required to meet objectives.
______________________
+ Certain portions of this exhibit have been omitted pursuant to a request for
confidential treatment filed with the Securities and Exchange Commission.
Omitted portions have been filed separately with the Securities and Exchange
Commission.
30
EXHIBIT F -
NATURE OF SERVICES TO BE PROVIDED BY ▇▇▇▇▇▇▇▇▇.▇▇▇
▇▇▇▇▇▇▇▇▇.▇▇▇ shall provide telephone call center services on behalf of Company
and their clients that will include the following:
1. Recruitment: ▇▇▇▇▇▇▇▇▇.▇▇▇ is responsible for recruiting suitable
-----------
candidates to meet the staffing needs identified by quarterly call volume
forecasts provided by Company. In certain circumstances, interim, revised
forecasts will be made verbally, followed up in writing. Full time, part
time and contract employees will be used. It is mutually agreed that
▇▇▇▇▇▇▇▇▇.▇▇▇ will make every reasonable effort to retain good employees on
a permanent basis as call volumes and marketing levels dictate.
2. Training: ▇▇▇▇▇▇▇▇▇.▇▇▇ will provide appropriate training included in its
---------
base rates (as described in Exhibit B. This training is generic in nature
and covers the areas of technical support skills, servicing, customer care,
call centre technology, ▇▇▇▇▇▇▇▇▇.▇▇▇ indoctrination, communication skills
etc. Client specific training (product information etc.) is incorporated
into ▇▇▇▇▇▇▇▇▇.▇▇▇ modules. Training for proprietary software, customer
care applications, and other client specific training must be pre-approved
by Company.
3. Reporting: ▇▇▇▇▇▇▇▇▇.▇▇▇ has a reporting group and will provide standard
----------
reports to Company on a monthly basis. These reports include the incoming
calls analysis, disposition tracking, agent performance and program
performance reports. Reports above and beyond these standard reports are
available, but development and distribution of custom reports may take 2-3
business days to create.
4. Quality Assurance: The ▇▇▇▇▇▇▇▇▇.▇▇▇ QA group will randomly monitor a
-----------------
minimum of 10% of all calls each month on behalf of Company.
5. Program Development: An account manager will be assigned by ▇▇▇▇▇▇▇▇▇.▇▇▇
--------------------
to the Company programs. Using a program management process, ▇▇▇▇▇▇▇▇▇.▇▇▇
will work with Company to properly implement and manage its programs on an
ongoing basis. Additional resources will be dedicated, as required, to
deliver required results.
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6. Telephony: Company will own the rights to all 800 numbers set-up by
----------
▇▇▇▇▇▇▇▇▇.▇▇▇. ▇▇▇▇▇▇▇▇▇.▇▇▇ will transfer the 800 numbers to the carrier
of choice upon termination of this contract, whether by default or
expiration. ▇▇▇▇▇▇▇▇▇.▇▇▇ will be responsible for maintaining the 800
service, negotiating rates, and will choose the carrier network while this
contract is in place. All 800 line charges are billed back at cost as
described in Schedule (D). ▇▇▇▇▇▇▇▇▇.▇▇▇ will create queuing structures and
assign skills-based routing paths to support Company, recorded
announcements (RAN) will be branded and messages must be approved by
Company. Studio quality announcements may be used for the RAN (upon
request) and the cost to do this will be billed back directly to Company.
7. Supervision Ratio : The maximum supervisor-to-agent ratio shall be 8:1.
-----------------
8. Hours of operation: This program will normally be operated Monday to
------------------
Sunday, 52 weeks per year, 24 hours per day. Company may request 'after
hours' or partial coverage and coverage times will be addressed separately
for those clients.
9. Development work: ▇▇▇▇▇▇▇▇▇.▇▇▇ will provide routine development work in
----------------
the form of an information technology officer (IT support, "Help Desk"
troubleshooting). Ownership of all programming and software related to the
customer platform, the contact management system, OE and billing systems is
held by ▇▇▇▇▇▇▇▇▇.▇▇▇.
10. Language capabilities: ▇▇▇▇▇▇▇▇▇.▇▇▇ will work with Company to provide the
---------------------
necessary language staffing, both parties acting reasonably. ▇▇▇▇▇▇▇▇▇.▇▇▇
will "skills" route all French or Spanish language calls to the top of the
queue for the bilingual agents. ▇▇▇▇▇▇▇▇▇.▇▇▇ will be permitted to process
Company calls from other ▇▇▇▇▇▇▇▇▇.▇▇▇ call centres or affiliates with the
written approval of Company on a contingency or "disaster recovery" basis.
13. Clerical work: Routine clerical work will be provided by ▇▇▇▇▇▇▇▇▇.▇▇▇ at
--------------
no additional charge.
32
Nature of Internet-delivered Technical Support Services to be Provided
The following shall be provided 24 hours a day, 7 days a week, 365 days a year.
Internet-delivered technical support provided for the Company and its customers
includes but is not limited to:
i) Assist customers with the setup of their accounts during the signup
process. This may or may not entail the customer's use of a signup
CD.
ii) Assist customers with connectivity issues and dialup configuration
problems for dialup, DSL or ISDN, which are not caused by the
operating system or faulty/unconfigured hardware.
iii) Help customers setup email accounts, email aliases, setup their
personal web space and change passwords as needed if we are provided
access to the necessary online tools by the Company.
iv) Direct customers with billing inquiries to the Company.
v) Signup new customers, including entering sufficient billing
information in the Company's customer tracking/billing database, as
well as setup the customer's system, including dialup, email, web
browser and news.
vi) Assist customers with reasonable questions relating to installation,
configuration and setup of Internet software such as web browsers,
email programs, news readers and FTP programs.
vii) Update Company's customer tracking/billing database with changes
such as, customer's address, names, plan, usernames, and passwords.
If requested by the Company provide rate and plan information to existing and
potential customers that inquire about Company offerings and attempt to complete
sale and/or obtain contact information for the Company's use.
33
EXHIBIT G - CALL CENTER / TECHNICAL SUPPORT AGREEMENT
COMPANY BUSINESS AND OBLIGATIONS
--------------------------------
For the purposes of the agreement, the COMPANY BUSINESS is a (provide
--------
description of company and services offered).
--------------------------------------------
Customer agrees to contribute to this project in the following areas. This is
not necessarily a complete list:
1. Communications: Customer will provide regular and timely updates on
---------------
all product information changes and potential changes as appropriate.
Customer will inform ▇▇▇▇▇▇▇▇▇.▇▇▇ immediately of any known (or
scheduled) outages or call volume spikes so that ▇▇▇▇▇▇▇▇▇.▇▇▇ can
provide appropriate levels of service.
2. Forecasts: Customer will provide ▇▇▇▇▇▇▇▇▇.▇▇▇ with projected new
---------
customer volumes on a quarterly basis so that ▇▇▇▇▇▇▇▇▇.▇▇▇ can
forecast future needs and always ensure high levels of service.
Customer will provide notice to ▇▇▇▇▇▇▇▇▇.▇▇▇ of changes in forecasts
based on revised program requirements. ▇▇▇▇▇▇▇▇▇.▇▇▇ will translate
these forecasts into reasonable FTE allocations based on achieving the
Service Levels (Exhibit C).
3. Training: Customer will provide materials, input, guidance and
---------
assistance with the ▇▇▇▇▇▇▇▇▇.▇▇▇ training program.
4. Constructive feedback: ▇▇▇▇▇▇▇▇▇.▇▇▇ will welcome Customer feedback on
----------------------
▇▇▇▇▇▇▇▇▇.▇▇▇'s call centre management techniques, performance and
results. A long-term relationship requires active 2-way
communications. ▇▇▇▇▇▇▇▇▇.▇▇▇ will also provide feedback based on its
relevant experience, subject to any prior, present, or future
confidentiality or non-disclosure agreements that may assist Customer
in improving its products and services. This feedback may be verbal or
written.
5. Involvement in Quality process: Customer will work with
-------------------------------
the ▇▇▇▇▇▇▇▇▇.▇▇▇ Quality Group to criteria, identify trends, to
highlight training requirements, and to provide appropriate feedback
to the call centre floor.
34