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Exhibit 3.2
Memorandum of Understanding
This memorandum of understanding is between:
Sprint Canada Inc.
Solutions Alliance Program
2235 Sheppard Ave. East
North York ON M2J 5G1
-AND-
TIV
5300 Town & Country Blvd., Suite 300
Frisco TX 75034 USA
-AND-
Wiredinn
5300 Town & Country Blvd., Suite 300
Frisco TX 75034 USA
-AND-
Cinema Internet Networks Inc.
320-1333 Johnston St.
Pier 32 Building
Vancouver BC V6H 3R9
This memorandum of understanding ("MOU") sets forth the joint intent of CINEMA
INTERNET NETWORKS INC ("CWK"), TIV ("TIV"), Wiredinn and Sprint Canada Inc.
(SCI") with respect to a strategic marketing collaboration to jointly market and
sell the services/products of the four parties (the "Collaboration"). This MOU
sets out the objectives of the parties and forms the foundation for a definitive
agreement (the "Agreement") to be signed by the parties. SCI, TICV, Wiredinn and
CWK will work diligently to finalize the terms outlined in this MOU with a
targeted signing of the Agreement on October 1, 2000. This MOU is a non-binding
expression of interest which will be replaced and superseded by the Agreement.
Until that time there is no agreement between the parties and the parties do not
intend to be legally bound.
All parties agree as follows:
1. The purpose of this Agreement is to provide a framework for a
collaborative/consortium/joint effort to provide high speed Internet access
solutions to the hospitality industry in Canada.
2. Sprint Canada will include TIV, Wiredinn and CWK in its Solutions Alliance
Program and will work with TIV, Wiredinn and CWK to increase awareness and
exposure to the SCI field sales organization.
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3. SCI will promote to its sales organization, with the assistance of TIV, CWK
and Wiredinn, the services and products of TIV, CWK and Wiredinn.
4. SCI will permit TIV, Wiredinn and CWK to publicize and promote this
relationship, provided all marketing materials, web site references and
news releases are first reviewed and approved by SCI.
5. SCI will perform sales calls to hospitality customers. If a customer is
interested in obtaining high speed Internet access ("HSIA"), SCI will
arrange for the hospitality customer to be contacted by Wiredinn, which
will prepare an offer specifying a monthly fee for HSIA, to be presented by
SCI.
6. SCI personnel will, when it is appropriate to do so, refer the hospitality
customer to TIV for consulting services to increase the profitability of
hospitality customer's telephone services. In the event that the
hospitality customer chooses to retain the services of TIV, TIV will
perform an audit of the hotel and will bill the customer in accordance with
TIV's standard rates for the services. TIV will encourage the hospitality
customer to use its increased earnings for the installation of HSIA through
SCI and Wiredinn. The parties will determine the remuneration that SCI will
receive upon hospitality customers entering into any consulting services
agreement with TIV.
7. The parties will jointly develop the network design and provision equipment
and Internet access from SCI. SCI will obtain equipment as needed from
agreed upon suppliers for the Wiredinn HSIA contract with the hospitality
customer. The equipment obtained by SCI will be sold to CWK, at a 30
percent margin, based on listed retail pricing of the equipment. CWK will
purchase the equipment and will rent it to Wiredinn. CWK will provide
installation and maintenance services for the LAN infrastructure needed to
support the hospitality solution. Wiredinn will charge a monthly fee to the
hospitality customer, will be responsible for collecting the fees and for
paying CWK for installation and maintenance and SCI for the Internet and
data services.
8. Subject to approval by SCI, which will not be unreasonably withheld, each
party will have the right to use subcontractors for the delivery of its
portion of the solution to the hospitality customer, will be responsible
for the selection and management of any subcontractors and will be
responsible for all quality and service levels provided through its
subcontractors.
9. As part of the Collaboration, SCI will develop jointly with TIV, Wiredinn
and CWK a marketing strategy and plan, which will define the parties'
mutual marketing and sales goals, objectives and measurements. It is the
intention of the parties to sell the Wiredinn hospitality solution to 100
to 300 Canadian hotels during the twelve- (12) month period commencing on
the date of execution of the MOU. This is a statement of intent only, and
no penalties will result from failure to achieve this target.
10. SCI will provide the other parties with adequate advance notice of new
services offerings and changes in strategies and directions.
11. CWK, TIV and Wiredinn will permit SCI to publicize and promote this
relationship once the Agreement has been signed and to have their names
included in the SCI Solutions Alliance Program, to be generally announced
and promoted by SCI.
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12. Each party will provide adequate sales and sales support personnel to
properly address any sales and installation activity for prospective and
actual customers.
13. Following the signing of this MOU and until the end of the term of the
Agreement, SCI will be the only Canadian telecommunication company (i) with
which TIV, Wiredinn and CWK will proactively market and sell the
products/services contemplated by this collaboration; and (ii) that will be
entitled to a portion of revenue from the joint proactive marketing and
sales effort. Proactive marketing and selling includes but is not limited
to the development and execution of joint seminars and education programs
for prospective customers and joint sales calls on prospective customers.
14. TIV, Wiredinn and CWK will use SCI exclusive supplier of T1's and other
Internet connections that any one of them may use in the Canadian
hospitality market, whenever it is commercially reasonable to do so.
15. Any product or service level warranties provided on the products and
services delivered pursuant to the Collaboration may be passed through by
SCI to any customers resulting from the Collaboration. Each party will
provide to SCI written descriptions of its products and services level
warranties for inclusion into contracts with the customers.
16. CWK will be the preferred installation and maintenance consortium partner.
All Parties Agree to the following:
17. CWK, Wiredinn and SCI will each designate a relationship/program manager to
perform duties including assisting in the execution of the CWK, Wiredinn
and SCI marketing, sales and installation activities, identifying and
escalation relationship and operations issues, and acting as the contact
point for the relationship on an ongoing basis.
18. CWK, Wiredinn and SCI will implement programs to support and promote
cooperative field relationships.
19. No party will act as a reseller, agent or representative of any other
party, unless otherwise agreed upon in writing.
20. Each of TIV, CWK Wiredinn and SCI has signed or will sign a Non-Disclosure
Agreement provided by SCI.
21. Any of the parties may terminate this MOW upon thirty- (30) days written
notice.
Date: 15 September 2000 Date: 15 September 2000
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Cinema Internet Networks Inc. Wiredinn
By: /s/ Bill Massey By: /s/ David Larsen
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Title Bill Massey CEO Title David Larsen, CEO
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Date: 15 September 2000 Date: 15 September 2000
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22.From the date of the signing of this MOU until the end of a period of twelve
(12) months following the end of the term of the Agreement, none of the parties
shall solicit for employment or employ any of the parties' employees, unless
prior written consent given by the existing employer.
Sprint Canada Inc. TIV
By: /s/ Rob Treumann By: /s/ Lou Martinelli
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Name: Rob Treumann, Title: Lou Martinelli, President
Title: Sr. VP Sales & Marketing
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Date: 15 September 2000 Date: 15 September 2000
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Cinema Internet Networks Inc. Wiredinn
By: /s/ Bill Massey By: /s/ David Larsen
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Title Bill Massey CEO Title David Larsen, CEO
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Date: 15 September 2000 Date: 15 September 2000
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