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EXHIBIT 10.33
INFORMATION SYSTEMS SERVICES AGREEMENT
THIS AGREEMENT made as of the 19th day of January, 1999.
BETWEEN;
NUMAC ENERGY INC, an Alberta corporation with its head office at ▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇. ("NUMAC")
and
FUTURELINK/SYSGOLD LTD., an Alberta corporation with its head office at
450,250 - 6th Avenue SW, Calgary, Alberta, T2P 3H7 ("FUTURELINK/SYSGOLD")
WHEREAS:
(a) NUMAC desires to outsource some of its computer and information systems
functions, to ensure continuity and reliability in its computer and
information systems operations for an extended period.
(b) FUTURELINK/SYSGOLD has agreed to provide such services upon the terms and
conditions set forth below.
IT IS AGREED THAT:
1. FUTURELINK/SYSGOLD shall provide computer and information systems operating
and consulting services to NUMAC described and for the consideration set
forth in the attached Schedule A.
2. This Agreement is effective from January 1, 1999 until December 31, 1999,
and automatically renews thereafter for successive 12 month terms unless
either party gives written notice of termination to the other party 60 days
prior to the end of the current term.
3. Either party may terminate this contract with 15 days notice, if the other
party is failing to meet its obligations under the contract.
4. FUTURELINK/SYSGOLD may change specific consultants assigned to support NUMAC
with 15 days notice. NUMAC also reserves the right to request that
FUTURELINK/SYSGOLD change personnel assigned to the account with 15 days
notice.
5. FUTURELINK/SYSGOLD shall invoice NUMAC at the end of each month for services
rendered during that month. Such invoices shall be accompanied by statements
which identify the relevant accounts, services, credits and charges,
summarized by appropriate classifications, except that unusual charges and
credits shall be separately identified and described in detail. NUMAC shall
pay all invoices rendered within 30 days of receipt thereof. If any invoice
or amount is not paid when due, the unpaid amount shall bear interest at a
nominal rate of 18% per annum (1.5% per month). Payment of any invoice shall
not prejudice NUMAC's right to protest or question the correctness thereof;
provided however, all invoices and statements rendered to NUMAC shall be
conclusively be deemed to be true and correct 90 days following rendering
thereof, unless NUMAC takes written exception thereto within the said 90
days and makes claim to FUTURELINK/SYSGOLD for adjustment.
6. Any controversy, uncertainty or difference arising out of this Agreement or
in respect of the terms thereof that cannot be resolved by discussion
between the parties hereto shall be submitted to arbitration, under the
Arbitration Act of Alberta.
7. This Agreement is governed by the laws in force in Alberta.
8. Time is of the essence in this Agreement.
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9. The terms of this Agreement express and constitute the entire agreement
between the parties in respect of the matters set forth herein. No implied
covenant or liability is created or shall arise by reason of this Agreement
or anything herein contained. No amendment or variation of the provisions
of this Agreement shall be binding upon any party unless it is evidenced
in writing and executed by all parties hereto.
10. This Agreement shall be binding upon and shall enure to the benefit of the
parties hereto and their respective successors, receivers,
receiver-managers, trustees and permitted assigns. Neither party may assign
its interest in this Agreement or any monies due or claim arising
hereunder, or subcontract all or any portion of the services to be provided
hereunder, without the prior written consent of the other party, which
consent shall not be unreasonably withheld. Such consent to any assignment
or subcontracting shall not relieve a party from its primary obligations
pursuant to this Agreement.
11. NUMAC agrees that former FUTURELINK/SYSGOLD employees shall not be allowed
to work indirectly or directly for NUMAC until a period of six months after
termination of this contract. Without limiting the generality of the
foregoing, it shall include, but not be limited to, employment by NUMAC,
employment by another party who contracts with NUMAC, contracting,
sub-contracting, agency, partnership, or any other association. Should
NUMAC breach this covenant (which covenant shall survive the termination of
the Contract), NUMAC shall pay to FUTURELINK/SYSGOLD as liquidated damages
and not a penalty, an amount equal to 50% of any fees or gross income
earned during that period, which amount shall be due and payable on demand.
Additionally, it is agreed that FUTURELINK/SYSGOLD may enforce this
covenant by an injunction or otherwise.
12. FUTURELINK/SYSGOLD agrees to keep confidential the affairs of NUMAC, its
affiliates and subsidiaries and not to divulge or make use of any
confidential or other information in connection with the same, whether or
not such information is in the public domain, including the names of and
dealings with any clients of NUMAC or its affiliates or subsidiaries. If
requested by NUMAC, all FUTURELINK/SYSGOLD employees who work for NUMAC
shall sign confidentiality agreements.
IN WITNESS WHEREOF, the parties have executed and delivered these presents as
of the day and year first above written.
NUMAC ENERGY INC. FUTURELINK/SYSGOLD LTD.
Per: /s/ Rich Pereiba Per: /s/ W.V. ▇▇▇▇▇▇
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Name: Rich Pereiba Name: W.V. ▇▇▇▇▇▇
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Title: IT, Team Leader Title: Vice President
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SCHEDULE A SERVICES & REMUNERATION
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1. CONSULTANTS. FUTURELINK/SYSGOLD will provide consulting services to NUMAC
at a rate of $60/$80/$100/$120/$150 per hour for Junior, Intermediate,
Senior, Expert, and Principal resources. The 1998 rate schedule is
attached.
2. The scope of the work covered by the consultants will be network, Unix and
Oracle support. Small projects may also be covered during support coverage.
Larger projects will be defined, estimated, and billed separately.
3. HARDWARE. FUTURELINK/SYSGOLD will purchase all required Network and PC
hardware, and desktop software for NUMAC. Prices will be based on a cost
plus 10% arrangement, or the arrangement agreed to in response to Numac's
RFP of November 1996.
4. COMPUTERS. NUMAC will provide access for FUTURELINK/SYSGOLD staff to PC's
of a type appropriate for the kind and nature of work FUTURELINK/SYSGOLD
performs for NUMAC.
5. TRAVEL EXPENSES. NUMAC will reimburse all travel and accommodation costs
associated with support provided by FUTURELINK/SYSGOLD to NUMAC's field
operations.