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[LETTERHEAD OF RETURN ASSURED, INC. - IBM CANADA LTD.]
EXHIBIT 10.7
Statement of Work for
Time-Based Project Services
We appreciate and value your business.
By signing below, each of us agrees to the terms on this page
and the following pages.
This Transaction Document, your IBM Customer Agreement or the
attached IBM Service Agreement (whichever is applicable) and
any other applicable Amendments and Transaction Documents make
up the entire agreement between both of us regarding the
Services we provide to you in support of your project referred
to as the Return Assured Strategic Initiatives Project - Phase
1. These replace all previous agreements or other
communications between us regarding these Services.
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<S> <C>
Agreed to: Agreed to:
Return Assured, Inc. IBM Canada Ltd.
Suite 2240, 885 West Georgia Street Suite 200, 4601 Canada Way
Vancouver, British Columbia Burnaby, British Columbia
V6C 3E8 V5G 4X3
By: By:
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Name: Mr. Matt Sebal Name: Mr. Mark Emerson
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Title: President and CEO Title: Principal, IS&S Vancouver
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Date: Date:
Customer Number: 530198 IBM Customer Agreement No: ICA-530198
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[LETTERHEAD OF RETURN ASSURED, INC. - IBM CANADA LTD.]
Under this Statement of Work, we will provide Project Services
(called "Services") to you on a time basis. The Services we
provide are described in the section of this Statement of Work
entitled "Our Responsibilities".
1.1 Project Description
The Return Assured Strategic Initiatives Project - Phase 1
(called the "Project") objective is to determine the
functional requirements, IT strategy and high-level technical
and application architecture design for the Return Assured
Strategic Business Model.
1.2 Our Responsibilities
We will:
o provide services to support the requirements, IT strategy
and high-level technical and application architecture
design phases of your project;
o provide the required computer hardware and IBM software
required by our personnel.
With your support and participation, our efforts will be spent
in the following areas:
1. Functional Requirements Document
2. IT Strategy Document
3. High-Level Technical and Application Architecture Design
Document
During the first 5 to 10 days of the project, Return Assured
and IBM will work jointly to develop the project plan for this
statement of work and the scope description of the above 3
documents, including a table of contents.
IBM will re-estimate the hours based on the project plan
developed during the first 5 to 10 days of the project. IBM
will present a change order reflecting any changes to scope,
effort, duration, or price.
1.3 Your Responsibilities
You agree to:
o provide any decisions, approvals, and information within
three working days of receiving a request, unless stated
otherwise in this Statement of Work;
o provide office space and facilities for the Project Team
that are of the same standard as you provide for your own
personnel;
o provide the Project Team with the required non-IBM
software and development tools
o provide access to key business personnel as defined the
project plan
o provide a single point of contact for the IBM Project
Manager
o be responsible for assessing your current systems and
taking appropriate actions to migrate to Year 2000 ready
systems, and
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[LETTERHEAD OF RETURN ASSURED, INC. - IBM CANADA LTD.]
o obtain all authorizations for us and our subcontractors to
access, use and modify non-IBM products or information,
necessary for us to fulfill our obligations under this
Statement of Work, without violating any third party
rights. For greater certainty, we are relieved of any
obligations adversely affected by your failure to do this.
Your Warranty
For all products and information, which you make available to
us for the performance of Services, you warrant that you may
disclose them to us and allow us to use them without breach of
any confidential or contractual relationship.
1.4 Estimated Schedule
We plan to perform the Services during our normal business
hours starting on October 01, 2000 and ending on December 31,
2000 (called the "End Date") unless both of us agree to in
writing to another schedule.
1.5 Completion
The Project Services will be considered complete when the End
Date is reached or we supply the estimated number of hours,
whichever comes first.
1.6 Charges
Charges will be calculated as described below.
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-------------------------------------- ---------------- ----------------- ----------------
Skill Classification Estimated Hourly Rate Estimated
Hours Charges
-------------------------------------- ---------------- ----------------- ----------------
<S> <C> <C> <C>
Project Manager 150 $200.00 $30,000.00
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e-business Consultant 300 $250.00 $75,000.00
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Business Analyst 300 $200.00 $60,000.00
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Technical Architect 150 $200.00 $30,000.00
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Application Architect 200 $200.00 $40,000.00
-------------------------------------- ---------------- ----------------- ----------------
Estimated Total: $235,000.00
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You agree to pay a minimum charge of three hours at the
applicable rate for Services under this Transaction Document.
In addition to our net charges, you agree to reimburse us for
all out-of-pocket expenses such as travel, lodging and meals
associated with travel, courier charges, long distance
telephone charges and other similar expenses. We will obtain
your approval before we incur expenses that will result in
total reimbursements exceeding fifteen percent of our net
charges.
A prepayment of $75K required upon contract signing. The
actual charges and expenses will be invoiced monthly. The
prepayment balance will be deduced from the monthly invoice.
Your payment is due on receipt of our invoice.
We may change our rates upon three (3) months' prior written
notice. If we determine that the Estimated Total will be
exceeded, we will advise you in writing. If we change the
rates or advise you that the Estimated Total will be exceeded,
you may immediately end the Services by giving us written
notice.
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[LETTERHEAD OF RETURN ASSURED, INC. - IBM CANADA LTD.]
1.7 Ending Project Services Early
You may end Project Services immediately as described in the
section entitled "Charges". Either of us may end the Project
Services on one month's written notice to the other.
1.8 Products and Materials
Under this Statement of Work we are not responsible for (1)
your products (2) any third party's products, including
products you license from subcontractors, and (3) our
previously installed Products (all collectively called "Other
Products"), to correctly process or properly exchange accurate
date data. For greater certainty, we will be relieved of our
obligations under this Statement of Work due to the inability
of Other Products to correctly process or properly exchange
date data.
Under this Statement of Work we do not make any
representations, warranties or conditions with respect to
Products.
Materials
Materials are deliverable items created by us under this
Statement of Work.
We will deliver one copy of each Material to you. We grant or
will have granted to you an irrevocable, non-exclusive,
world-wide, paid-up license to use, execute, reproduce,
display, perform, distribute (within your Enterprise only)
copies of the Materials. We or third parties reserve all
right, title and interest (including ownership of copyright)
in the Materials.
1.9 No-hire Term
Both of us agree that without the other's written consent,
neither of us will directly solicit the services of any
other's personnel or the other's subcontractor personnel who
perform the services or have responsibilities under this
Statement of Work:
o As an employee,
o As an independent contractor, or
o Indirectly through a third party,
Until one year has elapsed after this Statement of Work ends.
This does not prohibit either of us from giving consideration
to any application for employment submitted on an unsolicited
basis or in response to a general advertisement of employment
opportunities.
1.10 Administrative Information
Project Name: Return Assured Strategic Initiatives
\ Project - Phase 1
Estimated Start Date: October 01, 2000
Estimated End Date: December 31, 2000
Notices will be provided in writing and delivered to you at:
Return Assured, Inc.
Suite 2240, 885 West Georgia Street
Vancouver, British Columbia
V6C 3E8
Attention: Mr. Matt Sebal, President and CEO
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[LETTERHEAD OF RETURN ASSURED, INC. - IBM CANADA LTD.]
and to IBM at:
IBM Canada Ltd.
Suite 200, 4601 Canada Way
Burnaby, British Columbia
V5G 4X3
Attention: Mr. Mark Emerson, Principal, IS&S
Vancouver
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