EXHIBIT 10.54
QUANTUM INTERNET SERVICES
BRANDED SERVICES AGREEMENT
THIS AGREEMENT ("Agreement") is made and entered into this 6th day of October,
2000, by and between QUANTUM INTERNET SERVICES, INC., a Minnesota corporation
("Quantum") and Surgical Safety Products, Inc. ("Surgical Safety Products Inc.")
or "VIP".
W I T N E S S E T H:
WHEREAS, Quantum is an Internet access provider with proprietary
technology, software, systems, and engineering internally developed or licensed
from others; and
WHEREAS, VIP is a marketing company, communications company,
telecommunications carrier or other company which desires to offer an Internet
access product to its subscribers, clients, customers and prospects; and
WHEREAS, VIP desires to market Internet services in the markets
selected by VIP and as disclosed to Quantum on Attachment B attached hereto,
updated from time to time, and other geographical and vertical markets selected
by VIP in conjunction with the sales forecast as set forth on Attachment B, all
such markets to be approved and accepted by Quantum in writing and updated from
time to time under this Agreement (the "Markets"); and
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, it is hereby agreed as follows:
1. Relationship of the Parties. Quantum appoints VIP to act as an
authorized Internet service provider of Quantum's Internet access services and
products subject to all of the terms and conditions herein.
VIP shall be responsible for exercising effective control over its
customers and shall offer and furnish such customer or subscriber billing (other
than necessary usage information to be supplied by Quantum) and other services
as it deems appropriate. VIP shall be responsible to collect any charges
pertaining to customer or subscriber access fees, as well as other services
rendered by Quantum to VIP's customers and subscribers.
Quantum and VIP intend that VIP is an independent contractor. The mode,
manner and method and means employed by VIP in the performance of the terms and
conditions of this Agreement shall be of VIP's selection and under the sole
control of VIP. The parties acknowledge that personnel employed by VIP to
perform services under this Agreement are not Quantum employees and VIP assumes
full responsibility for their acts. VIP and Quantum acknowledge that the
relationship arising from this Agreement is one of supplier and customer and
does not constitute or create a general agency, joint venture, partnership,
employment relationship or franchise between
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them and neither party has the authority to bind the other party, and further,
neither party hereto shall represent to any third persons that any such
relationship exists.
2. Quantum's Responsibilities. In connection with this Agreement, Quantum
shall use its reasonable efforts to provide, or cause to be provided, the
following services and products to VIP and its customers and subscribers (the
"Services"):
(a) Provide customized Internet services listed on Attachment A;
including, but not limited to web development, hosting, and Dial-Up access
(the "Branded Services"). This may also include branded dial-up software
(the "Branded Software") and branded customer service for customers and
subscribers; VIP shall bear the costs of packaging, duplication and
branding of the Branded;
(b) Provide registration, mail and other servers sufficient to support
the Branded Software customers;
(c) Provide (i) a network operations center adequately staffed and
equipped to provide customer care for dial-up customers, Monday through
Sunday, 24 hours per day.
(d) Provide the billing information in a form and timeframe mutually
agreed upon by VIP and Quantum sufficient for VIP to bill its customers and
subscribers;
(e) Provide network monitoring and engineering for the network and
maintain the network;
(f) Provide Internet equipment and backbone infrastructure at the
Network Access Points ("NAP") to service connections between the NAP's and
VIP's Points of Presence ("POPs");
(g) Provide, at the sole cost of VIP (payment shall be approved in
advance by VIP and shall only include out-of-pocket expenses), marketing
support for the Branded Software, as mutually agreed by the parties hereto;
(h) VIP agrees and acknowledges that Quantum may, in provision of the
Services, utilize the services of one or more companies providing Internet
backbone or network services to provide some, but not all, of the services
contemplated by this Agreement.
3. VIP's Responsibilities. In connection with this Agreement, VIP assumes
the following responsibilities:
(a) Solicit customers and subscribers and maintain a trained and
capable sales and support organization to solicit customers and support
Quantum to assure customer satisfaction;
(b) Allocate necessary funding and personnel to support the Branded
Productmarketing, sales, and training which shall ensure the success of the
commitments made by both parties hereto;
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(c) Set prices for products and services provided to its customers
independent of any prices charged by Quantum to VIP and its customers;
(e) Provide Quantum with a monthly forecast (the "Request") that
forecasts four (4) months out, that specifies the sales forecast for each
type of Branded Service. Quantum may rely on the Request to build
infrastructure to meet VIPs forecasted needs. The Request shall include, at
a minimum, a schedule of projected volume of dial-up access customers and
other information reasonably necessary for Quantum to project usage; VIP is
not required to meet the monthly forecast.
(f) During the term of this Agreement, Quantum shall be VIP's primary
"dial-up" Internet service provider in all geographic areas in which
Quantum has infrastructure. However, VIP shall have the right to enter into
agreements with third party providers for other services not offered by
Quantum, including Internet access services such as satellite, cable and
radio;
(g) Take no action inconsistent with this Agreement, and reasonably
support Quantum's efforts in providing Internet service to the customers.
(h) Provide sufficient personnel, consistent with the standards agreed
to herein, to staff and support the Internet services provided hereunder;
(i) VIP is responsible for timely disconnection of the access of any
customer or subscriber. This includes deactivation of the subscriber and
closing the account in the billing system after canceling). Quantum shall
have no liability for any problems relating to disconnection;
4. Billing Schedule. Quantum shall provide products and services to
VIP's customers and charge VIP such prices as are set forth on Attachment A.
Such pricing shall not change during the term of this Agreement without the
express written consent and mutual agreement of the parties. Quantum shall bill
VIP each month for services provided to VIP's customers by Quantum on or about
the 1st day of each month. All invoices are due upon receipt of invoice and are
in arrears ten (10) days from the date of the invoice. Unpaid invoices are
subject to a financing charge of 18% per annum (to accrue ten (10) days after
such invoice is due) on any outstanding balance, plus all reasonable costs of
collection. Additional billing terms include:
(a) Access is billed upon all activated customers for one or more days
during the previous month; and
(b) Hosting is billed on the basis of the number of registrants as of
the last day of the previous month (Attachment A); and
(c) Domain registration is billed on the basis of the number of
registrations during the previous month.
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5. Trademarks and Related Matters. Quantum may provide and
periodically update a list of marks ("Marks") which VIP may use, pursuant to the
terms of this Agreement. All rights, title and interest in and to such Marks
shall remain in Quantum (or those licensing the Marks to Quantum) and VIP shall
not at any time challenge Quantum's rights in and to said Mark or marks or seek
to obtain or obtain any rights therein. Any unauthorized use of the Marks by VIP
or any person employed by or contracting with VIP, or any use not in compliance
with the rules and procedures prescribed by Quantum relating to such use, shall
constitute an infringement of Quantum's rights in and to the Marks and be a
material breach of this Agreement.
VIP agrees that upon the expiration or termination of this Agreement,
VIP shall:
(a) Not thereafter use any actual or similar Marks in any manner or
for any purpose; and,
(b) Destroy all advertising and marketing materials, forms, and other
materials containing any Mark or otherwise identifying or relating to
Quantum.
Similar to Quantum, VIP shall periodically provide Quantum with a
list of VIP's logo, service and trademarks ("VIP Marks"). All rights, title and
interest in and to such VIP Marks shall remain in VIP. Quantum shall abide by
the same terms, conditions and restrictions with respect to VIP Marks as Quantum
has imposed on VIP with respect to Quantum's Marks.
6. Confidentiality, Non-Disclosure, Trade Secrets & Intellectual Property
Rights.
(a) For purposes of this Agreement, the term "Confidential
Information" shall mean all documents, information, financial statements,
agreements, software programs, pricing information, contracts, know-how,
inventories, projections, customer names, addresses and mobile numbers,
customer requirements, materials, details, programs, software,
specifications, techniques, properties, methods, manufacturing processes,
marketing and sales plans and techniques, employee lists and information
regarding employees such as work habits, skills, and areas of expertise,
products and services, as well as future and proposed products and
services, and other data, or any combination thereof, whether or not the
party who disclosed such Confidential Information ("Disclosing Party") is
the owner of such Confidential Information, which is disclosed to the other
party hereunder ("Receiving Party") by the Disclosing Party, whether or not
such information is or is not generally known to the public or to other
persons, and whether or not economic value may be obtained from its
disclosure or use by others.
(b) The Receiving Party, along with its employees and agents, shall
hold and maintain the Confidential Information in strictest confidence and
in trust for the sole and exclusive benefit of the Disclosing Party.
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(c) The Receiving Party shall not, without the prior written approval
of the Disclosing Party, use for its own benefit, nor for the benefit of
others, other than in connection with this Agreement, nor publish or
otherwise disclose to others, or permit any use by others for their benefit
or to the detriment of the Disclosing Party, any of the Confidential
Information.
(d) The Receiving Party shall carefully restrict access to the
Confidential Information received from the Disclosing Party to the
officers, directors, employees, partners, and professional advisors of the
Receiving Party, who clearly need such access. The Receiving Party further
warrants and represents that it shall advise each of the persons to whom it
provides access to any of the Confidential Information pursuant to this
paragraph that such persons are strictly prohibited from making any use,
publishing or otherwise disclosing to others, or permitting others to use
for their benefit or to the detriment of the Disclosing Party, any of the
Confidential Information except as required in the performance of its
duties hereunder.
(e) The Receiving Party shall take all necessary action to protect the
confidentiality of the Confidential Information, except for its disclosure
pursuant to paragraph (d) above, and hereby agrees to be held accountable
to the Disclosing Party for any and all losses, damages, claims, or
expenses incurred or suffered by the Disclosing Party as a result of the
Receiving Party's breach of this Section 6.
(f) The Receiving Party shall not solicit the employment of, or the
termination of employment with the Disclosing Party, of any employee,
officer, or director of the Disclosing Party.
(g) The Receiving Party understands and acknowledges that any
disclosure or misappropriation of any of the Confidential Information or
the solicitation or employment of any employees, officers or directors of
the Disclosing Party is in violation of this Agreement and shall constitute
a material breach of the Agreement as well as irreparable business harm,
the amount of which may be difficult to ascertain and, therefore, agrees
that the Disclosing Party shall have the right to apply to a court of
competent jurisdiction for an order restraining any such violation and for
such other relief as the Disclosing Party shall deem appropriate. The right
of the Disclosing Party to enjoin a violation of this Agreement is to be in
addition to the remedies otherwise available to the Disclosing Party at law
or in equity.
(h) The Receiving Party shall return to the Disclosing Party, upon
written demand, any and all records, notes, and other written, printed, or
tangible materials containing the Confidential Information immediately in
the event of the termination of this Agreement; provided, however, that any
failure by the Disclosing Party to request the return of such materials
shall not affect the duties of the Receiving Party as provided for in this
Agreement.
(i) The foregoing provisions in this Section 6 shall not preclude
Receiving Party's use or disclosure of any information which (i) was in the
possession of Receiving Party without restriction as to use, having been
acquired from a third party or developed by Receiving Party prior to
receipt as confidential of the same or similar information from Disclosing
Party, (ii) is or becomes available from a public source on or after such
receipt from Disclosing Party, or (iii)
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is obtained by Receiving Party from a third party not under an obligation
of confidentiality or other restriction with respect to use subsequent to
such receipt from Disclosing Party.
(j) Each party represents to the other party that it is the owner or
licensee of all proprietary software and intellectual property provided by
such party under the terms of this Agreement. To the extent that VIP
requests Quantum to develop new software which is deemed proprietary by and
to VIP then VIP shall own all rights and interest to such software. VIP
does not own any rights to software which is proprietary to Quantum, even
though VIP may have paid reasonable fees for Quantum to customize such
Quantum software for VIP's use while under this Agreement.
7. Term & Termination Of Agreement; Liquidated Damages; Deposits. The
parties agree that the term of this Agreement shall commence upon the date of
execution of this Agreement set forth above and shall continue for the term or
duration set forth on Attachment A. This Agreement shall automatically be
renewed for additional periods of one (1) year each, without additional
consideration, unless terminated by either party through written Notice of
Intention to Terminate, delivered not less than ninety (90) days prior to the
end of the current term. Such Notice of Intention to Terminate or any other
notices to be given hereunder by either party to the other may be effected
either by (i) personal delivery in writing, (ii) telecopy or telex, or (iii)
mail, registered, certified, first class postage prepaid with return receipt
requested. Mailed notices shall be addressed to the parties at the addresses
appearing in the signature paragraph of this Agreement, but each party may
change the address by written notice in accordance with this paragraph. Delivery
or service of any written notice or communication shall be deemed completed (i)
if personally delivered, upon such delivery, (ii) if telexed or telecopied, upon
acknowledgment thereof, or (iii) if mailed, upon receipt by the other party, but
in any event within three business days after it is mailed.
Either party may terminate this Agreement "for cause" in the event
that the other party hereto breaches any material term of this Agreement. Prior
to the effectiveness of such termination the party noticing the termination
shall first give the other party a written explanation of the breach which
clearly describes the problem(s) constituting cause; the other party shall then
have 60 days to correct and cure the breach. Should the breach be cured, then
this Agreement shall remain in full force and effect. Notwithstanding the
foregoing, in the event the breach is for the nonpayment of monies due and owing
Quantum pursuant to this Agreement, VIP shall have 5 days to correct and cure
the breach.
In the event of termination for cause, the nonbreaching party shall
have such rights and remedies as are provided by this Agreement or applicable
law. In the event of a default by VIP, Quantum may, but need not, terminate this
Agreement. In the event Quantum terminates this Agreement, VIP agrees to pay the
following damages:
(a) All sums due and owing Quantum pursuant to this Agreement
including fees to be invoiced for the month in which termination occurs;
(b) All interest and other charges pursuant to this Agreement;
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(c) Quantum's costs and expenses incurred in enforcement of this
Agreement including, without limitation, legal fees and expenses; and
(d) At the option of Quantum, in lieu of all additional and future
damages hereunder, liquidated damages in the amount of $10,000.00. Quantum
and VIP agree that damages for the balance of this term of this Agreement
are difficult to ascertain and the liquidated damages set forth herein are
a reasonably approximation of the minimum damages Quantum will suffer as a
result of VIP's breach of this Agreement and does not and will not
constitute a penalty.
Quantum reserves the right, from time to time, during the term of
this Agreement, to implement retainer or deposit policies with respect to VIP
and its subscribers in one or more of the following situations:
(a) In instances where VIP has defaulted in its obligations pursuant
to this Agreement and the amount in default exceeded $2,500; even though
VIP has cured and corrected such breach;
(b) In instances where VIP sells, offers or advertises services to
subscribers and potential subscribers at amounts less than the cost of such
services as set forth in this Agreement;
(c) In instances where Quantum has provided VIP two or more notices of
default or breach during any 12 month period; and/or
(d) Such other circumstances where Quantum in its sole but reasonable
judgment determines that the prospect of punctual performance of this
Agreement on the part of VIP is impaired or hampered.
All sections of this Agreement which by their nature should survive
expiration or termination shall, in fact, survive expiration or termination,
including, without limitation, accrued rights to payment, warranty disclaimers,
limitations of liability, confidentiality and proprietary information.
8. LIMITATION OF LIABILITY.
NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT OR OTHERWISE,
NEITHER QUANTUM NOR VIP SHALL BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF
THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL
OR EQUITABLE THEORY FOR ANY INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE
DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA OR FILES,
PROFIT, GOODWILL, TIME, SAVINGS OR REVENUE. SOME STATES DO NOT ALLOW THE
EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND IN THAT
EVENT THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO QUANTUM OR VIP IN
SUCH STATES.
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9. Electronic Communications Privacy Act Notice (18 USC 2701-2711).
QUANTUM MAKES NO GUARANTEE OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR
INFORMATION TRANSMITTED ON ITS NETWORK OR ANY NETWORK ATTACHED TO ITS NETWORK.
Quantum shall not be liable for the privacy of e- mail addresses, registration
and identification information, disk space, communications, confidential or
trade-secret information, or any other content stored on Quantum's equipment,
transmitted over networks accessed by the Services, or otherwise connected with
VIP's or end users' use of the Services.
10. Warranty Disclaimer. VIP uses the Services provided hereunder at VIP's
own risk. Quantum, its employees, affiliates, agents, third-party information
providers, merchants, licensors and the like do not warrant that the Services
shall be uninterrupted or error free; nor do they make any warranty as to the
results that may be obtained from use of the Services, or as to the accuracy or
reliability of any content, product, service, or merchandise provided through
the Services. Quantum does not warrant that any access number provided to end
users for connecting to the Services shall be a local call from end users' area
code and exchange. THE SERVICES ARE PROVIDED ON AN "AS IS, AS AVAILABLE" BASIS.
NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT BY WAY OF LIMITATION,
THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OF NON-
INFRINGEMENT, ARE MADE WITH RESPECT TO THE SERVICES OR ANY CONTENT OR SOFTWARE
THEREIN. EXCEPT THAT THE CD-ROM FUNCTIONS AS INTENTED AND AGREED UPON BY BOTH
PARTIES. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY
LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO VIP.
11. Indemnification. VIP and Quantum each agree to be responsible for
their own acts and those of their subordinates, employees and subcontractors
during the performance of the work under this Agreement. Each party hereby
indemnifies the other against any and all losses, costs, damages, claims,
expenses or liabilities arising from any breach of each party's obligations and
duties as set forth in this Agreement.
12. Dispute Resolution and Binding Arbitration.
12.1 Any dispute between the parties relating to the interpretation
and enforcement of their rights and obligations under this Agreement shall
be resolved solely by mediation and arbitration in accordance with the
provisions of this Section 12.
12.2 Adjustment and Adjudication of Disputes. The parties shall be
free to bring all differences of interpretation and disputes arising in
connection with this Agreement to the attention of the other at any time
without prejudicing their harmonious relationship and operations hereunder,
and the good offices and facilities of either party shall be available at
all times for the prompt and effective adjustment of any and all such
differences, either by mail, telephone, or personal meeting under friendly
and courteous circumstances. Any controversy, claim or breach arising out
of or relating to this Agreement which the parties are unable to resolve to
their mutual satisfaction shall be resolved in accordance with Paragraphs
12.3, 12.4 and 12.5 below.
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12.3 Initial Mediation. With respect to any dispute between the
parties that is to be resolved by arbitration as provided in this Section
12 the parties shall attempt in good faith first to mediate such dispute
and use their best efforts to reach agreement on the matters in dispute.
Within five (5) business days of the request of any party, the requesting
party shall attempt to employ the services of a third person mutually
acceptable to the parties to conduct such mediation within five (5)
business days of the mediator's appointment. If the parties are unable to
agree on such third person, or, if on completion of such mediation, the
parties are unable to agree and settle the dispute, then the dispute shall
be referred to arbitration in accordance with this Section 12.
12.4 Arbitration and Controversies.
(a) Any dispute, controversy or claim between the parties arising out
of or relating to this Agreement, including, without limitation, any breach
hereof or interpretation of any provisions of the Agreement or related
documents, shall be settled by binding arbitration in accordance with the
commercial arbitration rules of the American Arbitration Association
("AAA"), as such rules shall be in effect on the date of delivery of any
demand for arbitration utilizing THREE (3) arbitrators. The arbitration
shall be held in Minneapolis, Minnesota. The award of the arbitrator shall
be in writing, shall be binding upon the parties hereto and may be
confirmed and entered as a judgment in the Minnesota District Court,
Hennepin County. The prevailing party in any such arbitration shall be
entitled to recover all costs and expenses associated with the arbitration
including reasonable attorneys fees as well as the fees and expenses of the
arbitrators and the AAA administrative fees.
13. General. Neither this Agreement nor any rights, duties or
obligations hereunder shall be assignable by VIP without the prior written
consent of Quantum, which consent shall not be unreasonably withheld. Similarly,
neither this Agreement nor any rights, duties or obligations hereunder shall be
assignable by Quantum without the prior written consent of VIP, which consent
shall not be unreasonably withheld.
Neither Quantum nor VIP shall be held liable for failure to fulfill
its obligations hereunder if such failure is due to causes beyond its reasonable
control (Force Majeure) including, without limitation, actions or failures to
act of any third-party upon whom Quantum or VIP reasonably relies for services
(e.g. LEC's, IXC's, etc.), acts of God, fire, catastrophe, governmental
prohibitions or regulations, hackers, national emergencies, riots, wars,
strikes, lockouts, work stoppages or other labor difficulties, or other causes
reasonably unforeseen in the normal course of business. The time for any
performance required under this Agreement shall be extended by the delay
incurred as a result of any such act of Force Majeure and both Quantum and VIP
shall in no way be responsible for, nor liable for, any damages or losses
incurred as a result of such act(s).
The entire agreement between the parties is incorporated in this
Agreement (including all Attachments hereto) which supersedes all prior
discussions and agreements between the parties relating to the subject matter
herein. This Agreement can be modified only in writing when duly signed by
authorized representatives of both parties.
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If any provision of this Agreement shall be held to be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.
If any term or provision hereof is illegal or invalid for any reason
whatsoever, such illegality or invalidity shall not affect the validity of the
remainder of this Agreement.
This Agreement is governed by the laws of the State of Minnesota.
14. Miscellaneous. VIP shall not publicize or disclose the existence
of this Agreement or its terms without the consent of Quantum, and in the event
of such consent, all press release materials shall be reviewed and approved by
Quantum. Quantum will respond to all press releases provided by VIP within 2
business days of receipt via fax, e-mail or letter and confirmation by telephone
to give Quantum a reasonable time frame to review such press releases. The
failure of Quantum to exercise in any respect any right provided for herein
shall not be deemed a waiver of any further rights hereunder unless disclosure
is required pursuant to rules of the Securities and Exchange Commission.
15. Acknowledgments. VIP acknowledges that it has read this Agreement
and understands and accepts the terms, conditions and covenants contained
herein. Quantum expressly disclaims the making of, and VIP acknowledges that it
has not received or relied on, any guaranty, express or implied, as to the
amount of commissions or other revenue that it may earn as a result of its
activities pursuant to this Agreement.
16. Notices And Payments. All notices and payments made to VIP shall
be delivered to its address designated below, or as otherwise designated by VIP
from time to time. All notices to Quantum shall be delivered to its address
designated below, or as otherwise designated by Quantum from time to time.
17. Binding Effect. This Agreement is binding upon the parties
hereto, their respective executors, administrators, heirs and successors in
interest. All obligations by either party which expressly or by their nature
survive the expiration or termination of this Agreement shall continue in force
and effect subsequent to and notwithstanding this Agreement's expiration or
termination until such time that the obligations are satisfied in full or by
their nature expire.
18. Warranties of Signators. Each person signing this Agreement on
behalf of a corporate party or other entity hereto warrants and represents that
such person is duly authorized to bind said corporate party or entity to the
terms and conditions of this Agreement.
19. Captions and Interpretations. Paragraph titles or captions
contained herein are inserted as a matter of convenience and for reference, and
in no way define, extend or describe the scope of this Agreement or any
provision thereof.
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20. Counterparts. This Agreement may be executed in counterparts by
the parties hereto and shall become effective and binding upon all the signing
parties at such time as all of the required signatories hereto have signed a
counterpart hereof. All counterparts so executed shall constitute one agreement
binding on all signing parties, notwithstanding that all parties are not
signatories to the original or the same counterpart. Each of the parties hereto
shall sign a sufficient number of counterparts so that each party shall receive
a fully executed original hereof.
21. Facsimile Signatures The parties agree that signature by
facsimile shall hereby be deemed an original signature, and fully binding upon
the parties hereto.
IN WITNESS WHEREOF, the parties have so agreed and made effective on
the date first- above written.
QUANTUM INTERNET SERVICES, INC. (VIP): Surgical Safety Products Inc.
By: /s/ E. Michael Clough By: /s/ Pauline Parrish
E. Michael Clough Pauline Parrish
Its: President Its: Chief Financial Officer
7901 Flying Cloud Drive, Suite 250 2018 Oak Terrace
Eden Prairie, MN 55344 Sarasota, FL 34231
Telephone: 952-942-7650 Telephone: 941-927-7874
Fax: 952-942-5938
E-mail: [email protected] E-mail: [email protected]
--------------------------- --------------------
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QUANTUM INTERNET SERVICES
VIP AGREEMENT ADDENDUM
In conjunction with a standard VIP build, Quantum Communications will customize
the following to Surgical Safety Products Inc.
* QCG will program the install CD to launch SSP Inc. advertising and
promotional content prior to potential client registering for internet
access.
* The SSP Inc. CD will allow the potential client to register for
internet access as an option once SSP Inc. content has previously been
launched.
Due to this change from Quantum's standard build process, SS Inc. may be
requested to provide Quantum:
* Complete electronic files with multimedia information to be placed on
CD. To also include an ISP registration function.
Cost of customization is as follows.
8 hours billed at 125.00 an hour
Total additional charges 1000.00
Standard VISP Build 14,995.00
Total Combined 15,995.00
Total Due QCG 15,995.00
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Attachment A
Price List
Surgical Safety products Inc. -October 5, 2000
Individual Dial-Up Access
Prices represent a monthly cost for unlimited dial-up Internet access usage from
a local POP, based upon the number of subscribers for which we bill the VIP in
any month.
<TABLE>
<S> <C> <C> <C> <C> <C>
Number of 1- 5,001- 10,001- 20,001- 50,000
Subscribers: 5,000 10,000 20,000 50,000 & More
9600 - 56K1 $14.25 $14.25 $13.50 $12.75 $12.00
E-mails 2 2 2 2 2
included
Additional E- $ 1.25 $ 1.00 $ 0.75 $ 0.50 $ 0.25
mail
5MB PWS2 Incl. Incl. Incl. Incl. Incl.
Add'l 5MB $ 2.50 $ 2.00 $ 1.50 $ 1.00 $ 0.50
PWS
</TABLE>
Notes:
156K analog service utilizes V.90 technology.
2Personal Web Space
Customization Options
Customer Care Center: (Branded)
Quantum will provide VIP an "800" number for reaching Customer Care Center.
All technical support calls terminate at the CCC. Quantum shall not transfer
user calls to VIP. Furthermore, VIP shall agree that all branded software shall
include a contact telephone number for users requiring non-technical support
such as billing, etc. In the event that a user has software without such a
telephone number, VIP's own customer service shall be the default telephone
number that Quantum will provide to user.
Service Fee: All support is included in the monthly access fee.
<PAGE>
Includes: Staffed technical support 24 hours a day, 7 days per week.
Includes: Statistical reports provided monthly.
Customized Dial-up Software (dial-up access software fully branded and
customized)
Packaging - Media production and packaging is available through Quantum,
however, the VIP has the option to use the vendor of their choice.
Registration - All registration screens (online) shall be branded per VIP.
Website - A central, customized for VIP, Portal/Website that is the first
thing to appear when customers log on the Internet will be provided. The
website shall have links and graphics specific to VIP, as well as all the
basic information that users want at their fingertips.
One-time Startup Costs per Customization of our Services:
<TABLE>
<S> <C>
Customized Dial-up Program - Included/Customized
Package Design & Layout - Included/Customized
One Portal (Website) - Included/Customized
Online Interactive Registration - Included
Authentication - Included
E-Mail @ Branded Domain - Included/Customized
Branded Customer Care Center - Included
Domain Registration and Hosting Sign-up Page - Included
Portal Hosting - Included
FTP Set-up - Included
Packaging & Production Set-up - Optional
Strategic Acct. Mgmt. & Project Management (Quantum tasks) - Included
</TABLE>
Start up Costs Total $14,995
Other Recurring Costs:
CD-ROM Duplication and Packaging
(Include Win 95/98 & Mac Operating Systems)
Pricing available upon request if you want this provided.
<PAGE>
Term
Initial Term: Thirty-six (36) months with automatic one (1) year renewals unless
written notice of termination is given to Quantum not less than 90 days prior to
the end of current term.
Taxes, Surcharges, and Fees
Prices listed above do not include federal, state, or local sales or uses taxes,
nor do they include surcharges or fees, which may be imposed by governmental,
regulatory, or other entities. VIP shall be liable for any and all such taxes,
fees or surcharges imposed upon Quantum in connection with or arising from the
provision of products and/or services under the Agreement.
