Agreement No. QW01-001056
CONFIDENTIAL. DISCLOSE AND DISTRIBUTE SOLELY TO THOSE INDIVIDUALS WHO HAVE A
NEED TO KNOW
SERVICES AGREEMENT
THIS SERVICES AGREEMENT (this "AGREEMENT") is made and entered into as of the
20th day of December, 2001, (the "EFFECTIVE DATE") by and between Qwest Business
Resources, Inc. ("QWEST") and InsynQ, Inc. ("SUPPLIER").
--------------------------------------------------------------------------------
1. SCOPE:
Supplier will provide managed network and desktop services to Qwest's
customers ("CUSTOMER"), including any reports, documentation and/or other
deliverables (the "SERVICES") described in the statement(s) of work
("STATEMENT OF WORK" or "SOW") attached to and made a part of this
Agreement. This Agreement establishes the standard terms and conditions
that apply to Services performed by Supplier.
2. AFFILIATE PURCHASES:
2.1 "AFFILIATE" means any entity that directly or indirectly controls,
is controlled by, or is under common control with, a party.
"CONTROL" means: (a) for corporate entities, direct or indirect
ownership of 20% or more of the stock or shares entitled to vote for
the election of the board of directors or other governing body of
the entity; and (b) for non-corporate entities, direct or indirect
ownership of 20% or greater of the equity interest.
2.2 Qwest Business Resources, Inc. has entered into this Agreement as
the procurement organization for its Affiliates, including but not
limited to the Affiliates identified on EXHIBIT A hereto ("QWEST
AFFILIATES"). A Qwest Affiliate may purchase Services hereunder by
issuing an Order (as defined below). Upon acceptance of an Order by
Supplier, a Qwest Affiliate identified therein will be bound by the
terms and conditions of this Agreement for purposes of such Order
only. All references in this Agreement to "QWEST" will mean a Qwest
Affiliate that purchases Services as described in this paragraph. If
more than one Qwest Affiliate is referred to as "QWEST," their
obligations and liabilities will be several, not joint.
3. TERM:
This Agreement will commence as of the Effective Date and will continue
through December 20, 2002.
4. REPRESENTATIONS AND WARRANTIES:
4.1 Supplier represents and warrants that:
(a) all Services will be performed in a professional and
workmanlike manner, consistent with industry standards;
(b) all Services will conform to the Statement of Work and will be
free from deficiencies and defects in materials, workmanship,
design and/or performance;
(c) it has the requisite ownership, rights and licenses to perform
its obligations under this Agreement fully as contemplated
hereby and to grant to Qwest all rights with respect to the
Services free and clear from any and all liens, adverse
claims, encumbrances and interests of any third party, and
Supplier has the requisite rights and authority from its
licensor or sublicensor of the software products underlying
the Services, to license access and use of such software as is
necessary to the provision of the Services by Supplier under
this Agreement;
(d) there are no pending or threatened lawsuits, claims, disputes
or actions: (i) alleging that any Services infringe, violate
or misappropriate any third party rights; or (ii) adversely
affecting any Services or Supplier's ability to peform its
obligations hereunder; and
(e) the Services do not violate, infringe, or misappropriate any
patent, copyright, trademark, trade secret, or other
intellectual property or proprietary right of any third party.
4.2 Supplier hereby assigns and passes through to Qwest and its
Customers who purchase the Services, the warranties and indemnities
contained in each applicable license, sublicense or similar
authorizing agreement entered into between the licensor or
sublicensor of the software and Supplier or affiliate of Supplier.
Supplier will assist Qwest and its Customers who purchase the
Services in making any warranty or indemnification claims.
5. CONFIDENTIAL INFORMATION:
5.1 "CONFIDENTIAL INFORMATION" means any and all business, technical or
third party information (including but not limited to, Customer
data, documentation, text, audio, video, graphics, animation,
drawings, programming, icons, images, pictures, charts and other
Customer information posted by Customer or otherwise contained on
Supplier's remote facilities and other information provided by
Customer to Supplier in connection with the provision of the
Services [collectively "CUSTOMER CONTENT"], trade secrets, marketing
plans, financial data, specifications, drawings, sketches, models,
samples, computer programs and documentation) provided, disclosed or
made accessible by one party (the "DISCLOSING PARTY") to the other
(the "RECEIVING PARTY") under this Agreement that is either
identified as or would be reasonably understood to be confidential
and/or proprietary. Confidential Information also includes the terms
and conditions of this Agreement and any Work Product (defined
below). Information regarding Customers is considered Confidential
Information under this Section and shall not be used by Supplier for
any purpose other than providing services under this Agreement.
Confidential Information does not include information that the
Receiving Party can clearly establish by written evidence: (a) is or
becomes known to the Receiving Party from a third party without an
obligation to maintain its confidentiality; (b) is or becomes
generally known to the public through no act or omission of the
Receiving Party; or (c) is independently developed by the Receiving
Party without the use of Confidential Information of the Disclosing
Party.
5.2 Except as expressly provided herein, the Receiving Party will: (a)
not use Confidential Information of the Disclosing Party for any
purpose other than the fulfillment of its obligations under this
Agreement; (b) not disclose Confidential Information of the
Disclosing Party to any third party (including any Affiliate of
itself or of the Disclosing Party) without the prior written consent
of the Disclosing Party; (c) not make any copies of Confidential
Information of the Disclosing Party without the Disclosing Party's
prior consent; and (d) protect and treat all Confidential
Information of the Disclosing Party with the same degree of care as
it uses to protect its own Confidential Information of like
importance, but in no event with less than reasonable care. The
Receiving Party will only disclose Confidential Information of the
Disclosing Party to its employees and/or agents who have a "need to
know" for purposes of this Agreement. The Receiving Party will
notify and inform such employees and/or agents of the Receiving
Party's obligations under this Agreement, and the Receiving Party
will be responsible for any breach of this Agreement by its
employees and/or agents. In the event that the Receiving Party is
required to disclose Confidential Information of the Disclosing
Party pursuant to law, the Receiving Party will notify the
Disclosing Party of the required disclosure with sufficient time for
the Disclosing Party to seek relief, will cooperate with the
Disclosing Party in taking appropriate protective measures, and will
make such disclosure in a fashion that maximizes protection of the
Confidential Information from further disclosure.
5.3 Upon expiration or termination of this Agreement, the Receiving
Party will promptly turn over to the Disclosing Party, or at the
Disclosing Party's direction destroy, all Confidential Information
of the Disclosing Party, in whole or in part, in whatever format,
including any copies.
6. WORK PRODUCT:
6.1 All materials (including but not limited to prototypes, drawings and
documentation) and any ideas, designs, techniques, inventions,
discoveries, improvements, information, creations, software, and any
other items discovered, prepared or developed by or for Supplier in
the course of or resulting from performance under this Agreement
("WORK PRODUCT") will be promptly disclosed and furnished to Qwest.
All right, title and interest in the Work Product will vest in Qwest
and the Work Product will be deemed to be a work made for hire. To
the extent it may not be considered a work made for hire, Supplier
assigns to Qwest all right, title and interest in the Work Product,
including all copyrights, patent rights, patents and applications
therefor.
6.2 Supplier will retain ownership of its previously developed items. If
the Work Product includes previously developed items, Supplier hereby
grants to Qwest an unrestricted, royalty-free, perpetual, irrevocable
license to make, have made, use, market, import, distribute, copy,
modify, prepare derivative works of, perform, display, disclose and
sublicense such items.
6.3 Supplier represents and warrants that it has all necessary agreements
with its employees, contractors and others in order to convey the
ownership and license rights granted herein. Upon request, and
without charge, Supplier agrees to reasonably assist Qwest (including
by executing assignments and other documents) as may be required to
protect, convey and enforce the rights of Qwest in and to the Work
Product.
6.4 Notwithstanding the foregoing, Work Product does not include
Supplier owned technology and improvements thereto, which technology
is located at Supplier facilities and which technology enables
Supplier to provide the Services, that is computer virus protection
applications and certain business applications and the secure
storage of files created or processed by these applications at
Supplier's remote computer facilities. Supplier and Qwest
acknowledge and agree that in regard to the Enrollment Services,
Reporting Services and Billing Services referenced at SECTIONS 5, 6
and 7 of the Statement of Work dated of even date herewith, and
similar branded items which may be developed by Supplier for Qwest,
that Supplier owns the technology which enables the support
services, enrollment services, reporting services and similar
developed items and that Qwest owns the content and underlying
database of information including, without limitation, customer
information and business performance data. SECTION 6.2 applies to
such enabling technology.
7. INDEPENDENT CONTRACTORS:
7.1 Supplier certifies that it is engaged in an independent business and
will perform its obligations pursuant to this Agreement as an
independent contractor and not as the agent or employee of Qwest.
This Agreement does not create a partnership, joint venture or
similar relationship between the parties, and neither party will
have the power to obligate the other in any manner whatsoever.
7.2 Any persons who perform Services for Qwest hereunder will be solely
the employees or agents of Supplier under its sole and exclusive
direction and control. Supplier is solely responsible for: (a) the
hours of work, methods of performance and compensation of its
employees and agents; (b) compliance with all federal, state and
local rules and regulations including but not limited to those
governing worker's compensation, unemployment, disability insurance
and social security withholding for its employees and agents; and
(c) all federal and state income taxes with respect to its income
under this Agreement.
8. NON-SOLICITATION AND NON-DIVERSION:
Supplier agrees, that during the term of this Agreement and for a period of
one year after termination or expiration of this Agreement, it shall not,
directly or indirectly, through the use of Customer information obtained in
connection with the provision of the Services, solicit, divert or take, or
attempt to divert or take away the Customers, the business or accounts of
Qwest.
9. INDEMNIFICATION:
9.1 Supplier will, at Supplier's expense, indemnify, defend and hold
harmless Qwest (including its officers, directors, employees and
agents), its Affiliates and customers against any loss, cost,
expense or liability (including but not limited to attorneys' fees
and awarded damages) arising out of a claim that the Services, or
their use by Qwest or its Customers, infringe, violate or
misappropriate a patent, copyright, trademark, trade secret or other
intellectual property or proprietary right of any third party.
9.1.1 Supplier's obligation to indemnify Qwest and its Customers pursuant
to the preceding language will not apply to the extent any
infringement was directly caused by any combination of Services with
any other product, system or method unless: (a) Qwest and its
Customers would be reasonably expected to use the Services in
combination with such product, system or method, or (b) the product,
system or method is: (i) provided by Supplier or its Affiliates; (ii)
specified by Supplier to work with the Services; or (iii) reasonably
required in order to use the Services in their intended manner, and
the infringement could not have been avoided by substituting another
reasonably available product, system or method capable of
performing the samefunction.
9.1.2 In the event of such a claim, Supplier will, at its expense,
either obtain the right for Qwest to continue using the
Services or replace or modify them to be non-infringing and
of equivalent functionality. If neither of these
alternatives is reasonably possible, Supplier will refund a
pro-rata portion of the amounts paid hereunder with respect
to the Services (based on the expected life thereof) and
reimburse Qwest for all reasonable expenses for removal and
replacement of the Services.
9.2 Each party (for purposes of this Indemnification Section, the
"INDEMNIFYING PARTY") will indemnify, defend and hold harmless the
other (including its officers, directors, employees and agents), its
Affiliates and customers, against any loss, cost, expense or
liability (including reasonable attorneys' fees and costs) arising
from the negligence or willful misconduct of the Indemnifying Party
(including its Affiliates, agents, employees and others under its
direction or control).
9.3 Supplier will indemnify, defend and hold harmless Qwest and its
Affiliates (including their officers, directors, employees and
agents), against any loss, cost, expense or liability (including
reasonable attorneys' fees and costs) arising from the
unavailability of Services caused by Supplier, or the loss or
unauthorized dissemination or use of Customer Content by Supplier,
its affiliates, agents, employees and others under its direction or
control.
9.4 The party to be indemnified pursuant to this Section will notify the
indemnifying party within a reasonable time after receiving notice
of a claim. Provided that the indemnifying party promptly and
reasonably investigates and defends any such claim, the indemnifying
party will have control over the defense and settlement thereof. The
party to be indemnified will furnish, at the indemnifying party's
reasonable request and expense, information and assistance necessary
for such defense.
10. LIMITATION OF LIABILITY:
Except for each party's indemnification obligations under the Section
herein entitled "INDEMNIFICATION" and each party's breach of the Section
herein entitled "CONFIDENTIAL INFORMATION", neither party is liable to the
other for consequential, incidental, indirect, punitive or special damages,
including commercial loss and lost profits, however caused and regardless
of legal theory or foreseeability, directly or indirectly arising under
this Agreement, even if such party has been apprised of the possibility of
such damages.
11. INSURANCE:
Supplier shall at all times during the term of this Agreement, at its own
cost and expense, carry and maintain the insurance coverage listed below
with insurers having a "Best's" rating of A VII. Supplier shall not
commence any work hereunder until Supplier has fulfilled all insurance
requirements herein. Supplier shall require its subcontractors and agents
to maintain the same insurance coverage listed below.
11.1 Workers' Compensation Insurance with statutory limits as required in
the state(s) of operation; and providing coverage for any employee
entering onto Qwest premises, even if not required by statute.
Employer's Liability or "Stop Gap" insurance with limits of not less
than $100,000 each accident.
11.2 Commercial General Liability Insurance covering claims for bodily
injury, death, personal injury or property damage occurring or
arising out of the performance of this Agreement, including coverage
for independent contractor's protection (required if any work will
be subcontracted), premises-operations, products/completed
operations, and contractual liability with respect to the liability
assumed by Supplier hereunder. The limits of insurance shall not be
less than:
Each Occurrence $1,000,000
General Aggregate Limit $2,000,000
Products-Completed Operations Limit $1,000,000
Personal and Advertising Injury Limit $1,000,000
11.3 The insurance limits required herein may be obtained through any
combination of primary and excess or umbrella liability insurance.
Supplier shall forward to Qwest certificate(s)of such insurance upon
execution of this Agreement and upon any renewal of such insurance
during the term of this Agreement. The certificate(s) shall provide
that (1) Qwest (and its participating affiliates) be named as an
additional insured(s) as their interest may appear with respects
this Agreement; (2) thirty (30) days prior written notice of
cancellation, material change or exclusions to the policy shall be
given to Qwest; (3) coverage is primary and not excess of, or
contributory with, any other valid and collectible insurance
purchased or maintained by Qwest.
11.4 Any additional or different insurance requirements shall be
specified in Module(s), Schedule(s) or Attachment(s) to this
Agreement.
12. SAFETY, HEALTH AND ACCIDENT REPORTS:
The safety and health of Supplier's employees and agents while on Qwest's
premises will be the sole responsibility of Supplier. While on Qwest's
premises, Supplier and its employees and agents will comply with Qwest's
rules and regulations, as well as all local, state and federal
environmental, health and safety requirements, including those relating to
the use and handling of hazardous materials. Supplier will immediately
report to Qwest any accidents, injuries or property damage arising from the
performance of this Agreement. Supplier will provide Qwest with copies of
any safety, health or accident reports that Supplier files with any third
party with respect to Supplier's performance of this Agreement.
13. COMPLIANCE WITH LAWS:
Supplier will, at its expense, obtain all permits and licenses, pay all
fees, and comply with all federal, state and local laws, ordinances, rules,
regulations and orders applicable to Supplier's performance under this
Agreement including, without limitation, The Telecommunications Act of
1996.
14. TERMINATION FOR CONVENIENCE; CANCELLATION:
14.1 Qwest may terminate this Agreement, in whole or in part, for its
convenience with sixty (60) days' prior written notice. Supplier
will be entitled to payment for Services accepted and received by
Qwest as of the date of termination. Qwest will have no other
liability arising out of termination of this Agreement.
14.2 This Agreement shall terminate, without notice, (i) upon the
institution by or against either party of insolvency, receivership
or bankruptcy proceedings, (ii) upon either party's making an
assignment for the benefit of creditors, or (iii) upon either
party's dissolution or ceasing to do business.
14.3 Either party may terminate this Agreement by written notice to the
other in the event that the other party breaches this Agreement and
fails to cure such breach to the non-breaching party's satisfaction
within sixty (60) days of written notice specifying the breach.
14.4 Upon the expiration of this Agreement, or in the event that this
Agreement is terminated by either party for any or no reason, at
Qwest's option Supplier shall: (a) assist Qwest, at Qwest's expense,
in transitioning Customers to replacement Services, or (b) assist
Qwest in discontinuing the provision of Services to Customers.
Notwithstanding the foregoing, if mutually agreed by the parties,
Supplier may purchase from Qwest the right to provide Services
directly to then current Customers.
14.5 The Sections entitled Representations and Warranties, Confidential
Information, Indemnification, Work Product, Non-Solicitation and
Non-Diversion, Limitation of Liability, Compliance with Laws and
Dispute Resolution will survive the expiration or termination of
this Agreement or any SOW. Expiration or termination of this
Agreement will not relieve either party from its obligations arising
hereunder prior to such expiration or termination.
15. DISPUTE RESOLUTION:
15.1 NEGOTIATION BETWEEN EXECUTIVES. The parties shall attempt in good
faith to resolve any dispute arising out of or relating to this
Agreement promptly by negotiation between executives who have
authority to settle the controversy and who are at a higher level of
management than the persons with direct responsibility for
administration of this Agreement. Any party may give the other party
written notice of any dispute not resolved in the normal course of
business. Within fifteen (15) days after delivery of the notice, the
receiving party shall submit to the other a written response. The
notice and the response shall include (a) a statement of each
party's position and a summary of arguments supporting that position
and (b) the name and title of the executive who will represent that
party and of any other person who will accompany the executive.
Within thirty (30) days after delivery of the disputing party's
notice, the executives of both parties shall meet at a mutually
acceptable time and place, and thereafter as often as they
reasonably deem necessary, to attempt to resolve the dispute. All
reasonable requests for information made by one party to the other
will be honored. All negotiations pursuant to this clause are
confidential and shall be treated as compromise and settlement
negotiations for purposes of applicable rules of evidence.
15.2 ARBITRATION. Any dispute arising out of or relating to this
Agreement, including the breach, termination or validity hereof,
which has not been resolved by negotiation as provided herein within
90 days of the initiation of such procedure, shall be settled by
arbitration pursuant to the Federal Arbitration Act, 9 U.S.C. ss.. 1
ET SEQ. The arbitration shall be conducted in accordance with the
JAMS Comprehensive Arbitration Rules, but need not be administered
by JAMS unless the parties cannot otherwise agree upon the selection
of an arbitrator within thirty (30) days of the receipt of a written
demand for arbitration. In the event the parties cannot reach
agreement on the selection of an arbitrator, either party may
commence the arbitration process by filing a written demand for
arbitration with JAMS, with a copy to the other party. The written
demand for arbitration called for by this paragraph shall contain
sufficient detail regarding the party's claims to permit the other
party to understand the claims and identify witnesses and relevant
documents.
The arbitrator may, upon good cause shown, expand the discovery
permitted by the JAMS rules and extend any applicable deadlines. The
arbitrator may decide a motion for summary disposition of claims or
issues, either by agreement of all interested parties or at the
request of one party, provided other interested parties have
reasonable notice to respond to the request. The arbitrator shall not
have the authority to determine claims over which a regulatory agency
has exclusive jurisdiction. The arbitrator shall not be empowered to
award, nor shall any party be entitled to receive, any damages or
awards that are barred by the "LIMITATION OF LIABILITY" Section of
this Agreement. The arbitrator's decision shall follow the plain
meaning of this Agreement and shall be final, binding, and
enforceable in a court of competent jurisdiction. The arbitrator
shall issue an award no later than sixty (60) days after the
commencement of the arbitration hearing unless the parties agree
otherwise. Each party shall bear its own costs and attorneys' fees
and shall share equally in the fees and expenses of the arbitrator.
The arbitration proceedings shall occur in the Denver, Colorado
metropolitan area.
Should it become necessary to resort to court proceedings to enforce
a party's compliance with the dispute resolution process set forth
herein, and the court directs or otherwise requires compliance
herewith, then all of the costs and expenses, including its
reasonable attorneys fees, incurred by the party requesting such
enforcement shall be reimbursed by the non-complying party to the
requesting party. Venue shall be deemed proper in the federal, state
and county courts located in the City and County of Denver, State of
Colorado, and said courts shall have exclusive jurisdiction over any
proceedings arising out of this Agreement.
17.3 CONFIDENTIALITY. The parties agree to keep all disputes arising
under this Agreement confidential except as necessary in connection
with a judicial challenge to or enforcement of an award or unless
otherwise required by law or judicial decision. The arbitrator may
issue orders to protect the confidentiality of proprietary
information, trade secrets or other sensitive information.
16. GOVERNING LAW:
This Agreement will be governed by the laws of the State of Colorado
without reference to its choice of law rules.
17. FORCE MAJEURE:
Neither party will be liable to the other party for any delay, error,
failure in performance or interruption of performance resulting from causes
beyond its reasonable control. Because the Services rely completely on the
Qwest DSL service and on the Internet for their efficacious delivery, Qwest
acknowledges that an interruption or slowdown in either constitutes Force
Majeure with respect to Supplier's performance under this Agreement.
18. RECORDS AND AUDITS:
Supplier will maintain complete and accurate records of all charges
incurred by Qwest under this Agreement, in accordance with generally
accepted accounting principles, for a period of twenty-four (24) months
from the date of termination or expiration of this Agreement. Qwest may
inspect Supplier's records upon reasonable notice and may keep copies
thereof.
19. ASSIGNMENT AND DELEGATION:
Supplier may not assign this Agreement, in whole or in part, without the
prior written consent of Qwest, and any attempted assignment by Supplier
will be void. The rights and obligations of each party will be binding upon
and inure to the benefit of its successors and permitted assigns.
Notwithstanding the aforesaid, Supplier is permitted to assign this
Agreement to an Affiliate.
20. NOTICES:
Notices required under this Agreement will be sent to the addresses of the
parties stated below. Notice will be deemed given: (a) on the 1st day after
deposit with an overnight courier, charges prepaid; (b) as of the day of
receipt, if sent via first class U.S. Mail, charges prepaid, return receipt
requested; and (c) as of the day of receipt, if hand delivered.
21. ADVERTISING, PUBLICITY:
Neither party will use the other party's names, marks, codes, drawings or
specifications in any advertising, press release, promotional effort or
publicity of any kind without the prior written permission of the other
party.
22. WAIVERS:
Any waiver by either party of a breach of any provision of this Agreement
will not operate as or be construed to be a waiver of any other breach of
that or any other provision of this Agreement. Any waiver must be in
writing. Failure by either party to insist upon strict adherence to any
provision of this Agreement on one or more occasions will not deprive such
party of the right to insist upon strict adherence to that or any other
provision of this Agreement.
23. MODIFICATIONS OR AMENDMENTS:
Any modifications or amendments to this Agreement must be in writing and
signed by both parties.
24. NON-EXCLUSIVE AGREEMENT:
This Agreement is non-exclusive in that Qwest can purchase Services from
other suppliers, and Supplier can sell Services to other customers, and
Qwest does not make any commitment or guarantee for any minimum or maximum
amount of purchases.
25. SEVERABILITY:
The determination that any provision of this Agreement is invalid or
unenforceable will not invalidate this Agreement, and this Agreement will
be construed and performed in all respects as if such invalid or
unenforceable provision was omitted insofar as the primary purpose of this
Agreement is not frustrated.
26. TIME OF ESSENCE:
Time is of the essence with respect to Supplier's obligations hereunder.
27. SUPPLIER DEPENDENCE:
Supplier acknowledges and agrees that Qwest is not responsible for knowing
Supplier's dependence on revenues from sales to Qwest in proportion to
Supplier's revenues from other customers, and Supplier agrees to release,
hold harmless and indemnify Qwest from any and all claims and liabilities
relating to Supplier's financial stability which may result from Qwest's
termination of this Agreement for any reason whatsoever.
28. NO RECRUITING:
During the term of this Agreement and for a period of one year thereafter,
Supplier will not recruit, directly or indirectly, any Qwest employee
involved in the performance of this Agreement ("QWEST Personnel"). In the
event that Supplier recruits and hires any Qwest Personnel, Supplier will
pay to Qwest, within thirty (30) days of the date of such hiring, an amount
equal to fifty percent (50%) of the compensation paid by Qwest to such
Qwest Personnel in the previous year as a fee for the benefit obtained by
Supplier. For purposes of this Section 28, the word "recruit" does not
include unsolicited applications for jobs, responses to public
advertisements, or candidates submitted by recruiting firms, without any
contact between Supplier and Qwest Personnel.
29. ENTIRE AGREEMENT:
This Agreement, together with all Statements of Work, exhibits and Orders,
contains the entire understanding between the parties with respect to the
subject matter herein contained and supersedes all prior oral and written
understandings, arrangements and agreements between the parties relating
thereto. Notwithstanding the foregoing, any non-disclosure or
confidentiality agreement entered into by the parties in advance of this
Agreement will remain effective according to its terms.
--------------------------------------------------------------------------------
The parties, intending to be legally bound, have caused this Agreement to be
executed by as of the Effective Date.
QWEST BUSINESS RESOURCES, INC. INSYNQ, INC.
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇
------------------------------------------------------------ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
------------------
(AUTHORIZED SIGNATURE) (AUTHORIZED SIGNATURE)
▇▇▇▇▇▇▇ ▇▇▇▇
------------------------------------------------------------ ▇▇▇▇ ▇. ▇▇▇▇▇
(PRINT OR TYPE NAME OF SIGNATORY) (PRINT OR TYPE NAME OF SIGNATORY)
Sr. Buyer Chief Exeutive Officer
------------------------------------------------------------ -------------------------------------------------------------
(TITLE) (TITLE)
December 21, 2001 December 21, 2001
------------------------------------------------------------ -------------------------------------------------------------
(EXECUTION DATE) (EXECUTION DATE)
ADDRESS FOR PURPOSES OF NOTICES: ADDRESS FOR PURPOSES OF NOTICES:
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------- --------------------------------
▇▇▇ -▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇
--------------------------------- --------------------------------
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
--------------------------------- --------------------------------
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
--------------------------------- --------------------------------
e-Mail: ▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇
WITH A COPY TO:
------------------------------------------------------------
Qwest Global Procurement
------------------------------------------------------------
Attn: Resale Group
------------------------------------------------------------
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
------------------------------------------------------------
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
------------------------------------------------------------
EXHIBIT A
QWEST AFFILIATES
Qwest Communications International Inc. Qwest B. V.
KNPQwest N.V. Qwest ▇▇▇▇▇.▇▇▇▇▇▇▇▇▇, LLC
Qwest Services Corporation Qwest Capital Funding, Inc.
Qwest Communications Corporation FSI Acquisition Corporation
Qwest Internet Solutions, Inc. Phoenix Network, Inc.
Qwest Communications Corporation of Virginia Opticom S.A. de C.V. %
Qwest Communications Int'l. Ltd. ▇▇▇▇▇▇.▇▇▇
▇▇▇▇▇▇.▇▇▇ International Qwest Investment Company
Servicios Derecho de Via S.A. de C.V. Opticom S.A. de C.V.
Qwest Digital Media, LLC Lightwave Spectrum, Inc.
LCI International, Inc. Ontario Inc.
LCI International Telecom Corporation USLD Communications Corporation
USLD Communications, Inc. LCI California Assets, LLC
LCI International CA, Inc. Qwest N Limited Partnership
LCI International of Virginia, Inc. Qwest Advanced Technologies, Inc.
Qwest Business Resources, Inc. Qwest Corporation
Block 142 Parking Garage Association El Paso County Telephone Company
Malheur Home Telephone Company 1200 Landmark Center Condominium Association, Inc.
Training Partnerships, Inc. Qwest Database Services, Inc.
Qwest Wireless, LLC TW Wireless, LLC
Qwest Broadband Services, Inc. Qwest Government Services, Inc.
U S WEST Investment Management Company Qwest Dex, Inc.
Qwest Dex Holdings, Inc. Qwest Long Distance, Inc.
Qwest Federal Relations, Inc. Western Re, Inc.
U S WEST Foundation Qwest Transoceanic, Inc.
Transoceanic Operations, Inc. Qwest Hong Kong, LLC
Qwest (Asia) Limited (H.K.) Qwest Information Technologies, Inc.
Qwest Interprise America of Virginia, Inc. Qwest Interprise America, Inc.
Qwest IP Holdings, Inc.