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EX. 10.3
SUMMEDIA.COM, INC.
SERVICES AGREEMENT
This Services Agreement, made effective as of the l5th day of February, 2000,
between SUMmedia.com, Inc. ("SUMmedia") Suite 1200- 1055 West Hastings Street
Vancouver, BC, V6E 2E9 and ForSomeoneSpecial.com, Inc. of Suite 2150- 1055 West
Hastings Street, Vancouver, BC, V6E 2E9 ("Customer").
1. DEFINITIONS
1.1 "Acceptance Form" means the acknowledgement and acceptance form relating
to each major Deliverable that is to be signed by the Customer after such
Deliverable is completed and supplied by SUMmedia in accordance with this
Agreement.
1.2 "Customer Materials" means the content and other materials to be provided
by Customer to allow, assist or enable SUMmedia to undertake or complete
its Services, or which are otherwise to be integrated into the FSS Web Site
as described in Attachment E.
1.3 "Deliverables" means Standard Deliverables and Unique Deliverables,
including all content, tools and other work product, such as web page
designs and architecture, scripts and coding, text, software, music,
sounds, trademarks, photographs, graphics, environments, artwork, text and
video, to be provided by SUMmedia pursuant to its obligations under this
Agreement.
1.4 "Effective Date" means the effective date of this Agreement, as first set
out above.
1.5 "FSS Executive Summary" means the executive summary for the Project
prepared by SUMmedia and attached as Attachment A.
1.6 "Final Specifications" means the final specifications for the FSS Web Site
that are prepared by SUMmedia, based on the Preliminary Specifications, the
alpha phase, Beta Site and Phase One.
1.7 "FSS Web Site" means the web site for which SUMmedia is providing the
Services and Deliverables, and having the domain name
"forsomeonespecial.com".
1.8 "Letter of Intent" means the letter dated February 15, 2000, signed on
behalf of SUMmedia and the Customer, intended to be the interim agreement
between the parties with respect to the subject matter of this Agreement.
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1.9 "Out of Scope Work" means that work which is not provided by SUMmedia as
part of the Services, requiring a separate agreement or addendum at
additional cost, and as listed in part in Attachment D.
1.10 "Payment Schedule" means the schedule of payments by the Customer to
SUMmedia for the Services, as set out in Attachment B.
1.11 "Preliminary Specifications" means the preliminary specifications for the
FSS Web Site that are prepared by SUMmedia, based on the FSS Executive
Summary.
1.12 "Project" means the project relating to the FSS Web Site, comprising the
needs assessment, business consultation to management, project management,
technical design and construction, implementation and marketing rollout to
multiple sites.
1.13 "Project Timetable" means the Project timetable for the Services, as set
out in Attachment B.
1.14 "Services" means the business consulting and FSS Web Site development
services to be performed by SUMmedia or its subcontractors, up to and
including Phase 1 of the Project, as described in Attachment C, and which
may be changed only by both parties signing a change order.
1.15 "Standard Deliverables" means Deliverables which have not been developed or
acquired by SUMmedia exclusively for the Customer, and which either existed
prior to the Effective Date, have been developed by or on behalf of
SUMmedia for use of all its clients, or are readily available in the
Internet or software development industry.
1.16 "Third Party Materials" means the software, content and other materials
and services to be provided by third party suppliers, to allow, assist or
enable SUMmedia to undertake or complete its Services, or which are
otherwise to be integrated into the FSS Web Site as described in Attachment
C.
1.17 "Unique Deliverables" means Deliverables that are specific to the business
of the Customer, and which have been developed or acquired by SUMmedia
exclusively for the Customer pursuant to this Agreement.
2 SERVICES
2.1 Customer hereby retains SUMmedia and SUMmedia agrees to perform the
Services upon terms and conditions contained in this Agreement. This
Agreement and the Services shall commence on the Effective Date and shall
remain in effect until the Services are completed, unless terminated
earlier as provided by this Agreement.
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2.2 SUMmedia will provide to the Customer the Services and Deliverables, using
commercially reasonable efforts to meet the Project Timetable.
2.3 If SUMmedia is prevented or delayed from performing or delivering the
Services or Deliverables in the manner or at the times set out in this
Agreement by reason of any act or omission of the Customer or due to the
unavailability of Customer Materials or Third Party Materials, the Project
Timetable shall be amended to reflect such delay to the degree reasonably
required by SUMmedia.
3 BUSINESS CONSULTING SERVICES
3.1 As part of the Services, SUMmedia shall provide business needs assessment,
guidance and consulting to management, project management, technical design
& construction consulting, and issue-management, including consulting
relating to integration of all hardware, software and application
sub-component suppliers.
4 DEVELOPMENT PROGRAM SERVICES
4.1 SUMmedia shall have primary responsibility for the development and delivery
of the Preliminary Specifications. The Customer shall promptly review the
Preliminary Specifications upon their receipt, and the parties shall
discuss and agree upon any changes that may be necessary or appropriate. At
such time as the parties shall have reached agreement upon any and all such
changes (if required), SUMmedia shall prepare and deliver to the Customer a
final version of the Preliminary Specifications, which shall be initialed
by authorized representatives of both parties to evidence their agreement
thereto.
4.2 Following approval of the Preliminary Specifications, SUMmedia shall
undertake the Services and provide the Deliverables relating to the alpha
phase mockup. The Customer shall promptly review the alpha phase mockup
Deliverables upon their receipt, and the parties shall discuss and agree
upon any changes that may be necessary or appropriate. At such time as the
parties shall have reached agreement upon any and all such changes (If
required), SUMmedia shall make the agreed-upon changes to the alpha phase
mockup Deliverables and deliver them to the Customer, who shall then
promptly sign the Acceptance Form for such Deliverables. Thereafter, the
Deliverables and Services relating to the alpha phase mockup shall be
deemed to be fully satisfied end accepted for all purposes, and any
changes thereto must be in accordance with the change order procedure set
out in this Agreement.
4.3 Following approval of the alpha phase mockup, SUMmedia shall undertake the
Services and provide the Deliverables relating to the Beta Site (functional
proof of concept). The Customer shall promptly review the Beta Site upon
its completion, end the parties shall discuss and agree upon any changes
that may be necessary or appropriate. At such time as the parties shall
have reached agreement upon any and all such changes (if required),
SUMmedia shall make the agreed-upon
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changes to the Beta Site and implement them, at which time the Customer
shall promptly sign the Acceptance Form for the Beta Site. Thereafter, the
Deliverables and Services relating to the Beta Site shall be deemed to be
fully satisfied and accepted for all purposes, and any changes thereto must
be in accordance with the change order procedure set out in this Agreement.
4.4 Following approval of the Beta Site, SUMmedia shall undertake the Services
and provide the Deliverables relating to Phase One (enhanced proof of
concept: Vancouver). The Customer shall promptly review Phase One upon its
completion, and the parties shall discuss and agree upon any changes that
may be necessary or appropriate. At such time as the parties shall have
reached agreement upon any and all such changes (if required), SUMmedia
shall make the agreed-upon changes to Phase One and implement them, at
which time the Customer shall promptly sign the Acceptance Form for Phase
One. Thereafter, the Deliverables and Services relating to Phase One shall
be deemed to be fully satisfied and accepted for all purposes, and any
changes thereto must be in accordance with the change order procedure set
out in this Agreement.
4.5 Following approval of Phase One, SUMmedia shall prepare and deliver to the
Customer the Final Specifications, which shall be initialed by authorized
representatives of both parties to evidence their agreement thereto,
together with the Customer signing the Acceptance Form for the Final
Specifications. Thereafter, the Deliverables and Services relating to the
Final Specifications shall be deemed to be fully satisfied and accepted for
all purposes, and any changes thereto must be in accordance with the change
order procedure set out In this Agreement.
4.6 Under no circumstances shall SUMmedia be held liable if the Customer
unreasonably withholds or delays its consent to sign the respective
Acceptance Form.
5 CHANGE ORDERS AND ADDITIONAL WORK
5.1 After an Acceptance Form has been signed by the Customer for a particular
Deliverable and Services, the Customer may request changes to such
Deliverable and Services only as a change order procedure. SUMmedia shall
provide an impact statement of such changes, setting out the additional
charges, impact on Project Timetable; technical issues, and other relevant
matters. Upon the Customer's agreement to the terms of the impact
statement, the parties shall amend this Agreement in accordance with the
impact statement by signing a change order.
5.2 If the Customer requests that SUMmedia provide any work falling within the
Out of Scope Work, or any future work that is not expressly defined to be
part of the Services even though it relates to the Project, then SUMmedia
shall provide a quotation for such work, setting out the charges,
timetable, technical issues, and
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other relevant matters. Upon the Customer's agreement to the terms of the
quotation, as may be modified by agreement, the parties shall enter into a
separate agreement in regard to such quoted work.
6 PROPRIETARY RIGHTS AND OWNERSHIP
6.1 Any and all Standard Deliverables provided by SUMmedia pursuant to this
Agreement, and all proprietary rights, title and interest in and to the
Standard Deliverables, remain owned by SUMmedia, or its suppliers or
licensors. In the event either party modifies or adapts the Standard
Deliverables in any way, SUMmedia, or its suppliers or licensors, shall
own all proprietary rights, title and interest in the modified or adapted
Standard Deliverables.
6.2 Any and all Unique Deliverables provided by SUMmedia pursuant to this
Agreement, and all proprietary rights, title and interest in and to the
Unique Deliverables, shall be owned by the Customer.
6.3 The Customer shall have a perpetual, irrevocable non-exclusive, world-wide,
royalty free, right and license to freely use the Standard Deliverables and
the modifications and adaptations to the Standard Deliverables, in
connection with the FSS Web Site.
6.4 Except as provided in this Agreement, SUMmedia shall not, either for itself
or on behalf of any third party, make use of, sell, lease, license, dispose
of or otherwise assign the Unique Deliverables or the Web Site's unique
trademark and data, for any purpose, without the express, prior written
consent of the Customer. SUMmedia may request and receive, without charge,
a non-exclusive license from the Customer to use the Unique Deliverables
for uses not competitive with and not to the prejudice of the Customer,
such license not to be unreasonably withheld.
6.5 SUMmedia reserves the right to reference the FSS Web Site for promotional
purposes, including through authorship legend on the FSS Web Site and
linking to the FSS Web Site.
7 CHARGES AND PAYMENT
7.1 The charges applicable to the Services are indicated in the Payment
Schedule attached as Attachment B. The Customer shall pay all applicable
sales, use and any other assessments in the nature of taxes however
designated on or resulting from this Agreement, exclusive of taxes based on
the net income of SUMmedia.
7.2 The parties acknowledge that the Customer has made all payments set out in
the Payment Schedule, totaling US$400,000, to SUMmedia.
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8 WARRANTY
8.1 SUMmedia represents and warrants that all Services shall be performed with
the skill and care which would be exercised by those who perform similar
services, and in accordance with accepted industry practice. In the event
of a breach of this warranty, SUMmedia shall re-perform the Services so
that the Services conform to this warranty.
8.2 SUMmedia represents and warrants that it owns or shall acquire the
necessary rights to use and incorporate any required Third Party Materials
for which it is responsible into the FSS Web Site, and that it has or shall
have the right to grant the license for the Standard Deliverables to the
Customer.
8.3 Due to the nature of the web site development process, SUMmedia does not
represent or warrant to the Customer that the FSS Web Site shall be free
from defects, or that the FSS Web Site operation or functionality will be
error free or uninterrupted. If any defects and errors are detected during
the Development Program described in Section 4, SUMmedia's total obligation
and the Customer's sole remedy, will be for SUMmedia to take reasonable
steps to correct all material defects and errors that are the result of
SUMmedia Services, and ensure that the FSS Web Site meets the material
requirements of the applicable Specifications, provided that Customer has
advised SUMmedia of such defects and errors and deficiencies prior to
final acceptance of the FSS Web Site.
8.4 SUMmedia shall not be liable for any modifications, enhancements, or other
changes made to the FSS Web Site either by the Customer or any other third
party, unless done so with the prior approval of SUMmedia. The Customer
shall be responsible for the quality and availability of products and
services offered at the FSS Web Site, and all materials used or displayed
at the FSS Web Site that were not provided by SUMmedia.
8.5 Any defects or errors detected after an Acceptance Form has been signed by
the Customer for Phase One and the Final Specifications, are not covered by
warranty, and must be resolved during the term of, and in accordance with,
a hosting and/or support agreement between SUMmedia and the Customer.
8.6 SUMMEDIA DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS OF ANY KIND, EITHER
EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES AND CONDITIONS
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS AGREEMENT DOES
NOT WARRANT OR REPRESENT THAT THE BUSINESS VIABILITY OF THE FSS WEB SITE OR
THE NUMBER OF VISITORS TO THE FSS WEB SITE.
8.7 SUMMEDIA SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES OR LEGAL THEORIES
WHATSOEVER, FOR ANY LOSS OF BUSINESS, PROFITS OR GOODWILL, LOSS OF USE OR
DATA, INTERRUPTION OF
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BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES
OF ANY NATURE, EVEN IF SUMMEDIA IS AWARE OF THE RISK OF SUCH DAMAGES,
RESULTING IN ANY WAY FROM THE SERVICES OR THE FSS WEB SITE. SUMMEDIA'S
LIABILITY TO THE CUSTOMER IN CONNECTION WITH THIS AGREEMENT SHALL NOT, FOR
ANY REASON, EXCEED THE AGGREGATE PAYMENTS ACTUALLY MADE BY THE CUSTOMER TO
SUMMEDIA UNDER THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE
EXCLUSION OF CERTAIN WARRANTIES OR LIABILITIES, SO SOME OF THE ABOVE
EXCLUSIONS MAY NOT APPLY TO THE CUSTOMER.
8.8 The Customer represents and warrants that it has the capacity and authority
under all relevant laws where it supplies or intends to supply products or
services ordered through or as a result of the FSS Web Site (a) to
advertise, offer and sell the products and services offered at the FSS Web
Site, including but not limited to holding all necessary government
licenses and (b) to copy and display the Customer Materials and any other
materials and content that it uses at the FSS Web Site.
9 CONFIDENTIALITY
9.1 Any "Confidential Information" means confidential and proprietary business
information and technical information disclosed by one party (the
"Disclosing Party"), whether orally or in writing, to the other party (the
"Receiving Party"), that has been created, discovered or developed by or
for the Disclosing Party, is not generally known by anyone other than the
Disclosing Party's personnel and has commercial value or utility in the
business in which the Disclosing Party is engaged. The Receiving Party
shall hold in confidence and trust all Confidential Information, with at
least as much care as it treats its own trade secrets. Except as required
or contemplated by this Agreement, the Receiving Party shall not, without
the prior written consent of the Disclosing Party, disclose to any other
person, directly or indirectly, any Confidential Information, or use any
Confidential Information for any purpose. The Receiving Party may disclose
Confidential Information to its employees, but only to the extent necessary
to carry out their duties, and after taking reasonable precautions to
ensure that its employees do not disclose any Confidential Information to
any person not authorized to receive the Confidential Information. The
obligations of confidentiality do not apply to any information that (a) is
already public knowledge or becomes public knowledge through no fault of
the Receiving Party, (b) was already in the possession of or known to the
Receiving Party prior to its receipt of Confidential Information under this
Agreement, (c) was independently developed by the Receiving Party's
personnel acting without access to the Confidential Information, (d) was
received by the Receiving Party from any party having no obligation of
confidentiality to the Disclosing Party; or (e) is required to be disclosed
pursuant to the order of a court or administrative body of competent
jurisdiction.
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10 INFRINGEMENT
10.1 SUMmedia represents and warrants to the Customer that, to the best of
SUMmedia's knowledge, the Deliverables shall not infringe any patent,
copyright, trade secret or other proprietary rights of any third party, and
SUMmedia has not received notice of any claim by any third party with
respect to any such infringement or any allegation thereof. This warranty
will not apply to any infringement to the extent the infringement arises
out of any use or combination of the Deliverables with any other products,
goods, services, or other items furnished by anyone other than SUMmedia or
to any modification or change not made by SUMmedia. The Customer will
promptly notify SUMmedia of any actual or suspected infringement of the
intellectual property or other proprietary rights in the Deliverables.
10.2 SUMmedia will defend and indemnify the Customer from any and all claims,
losses, harm, liens, charges, damages, liabilities, costs, and expenses
incurred or arising out of any claim of infringement of any patent,
copyright, trade secret, trademark or other intellectual property right by
the Deliverables, provided that the Customer notifies SUMmedia of such
proceeding promptly after the Customer receives notice thereof, SUMmedia
has control over the defence and settlement of the proceeding, the Customer
provides such assistance in the defence and settlement of the proceeding as
SUMmedia may reasonably request, and the Customer complies with any court
order or settlement made by SUMmedia in connection with such proceeding.
10.3 If such infringement in found by a court of competent and final
jurisdiction, then SUMmedia shall, at its own expense and at its option,
either supply to the Customer revisions to the infringing Deliverables so
as to make them non-infringing, procure for the Customer the right to
continue using, the infringing Deliverables, or provide equivalent
Deliverables that are non-infringing.
10.4 The Customer represents and warrants to SUMmedia that, to the best of the
Customer's knowledge, the Customer Materials shall not infringe any
patent, copyright, trade secret or other proprietary rights of any third
party, and the Customer has not received notice of any claim by any third
party with respect to any such infringement or any allegation thereof. The
Customer will defend and indemnify SUMmedia from any and all claims,
losses, harm, liens, charges, damages, liabilities, costs, and expenses
incurred or arising out of any claim of infringement of any patent,
copyright, trade secret, trademark or other intellectual property right by
the Customer Materials, provided that SUMmedia notifies the Customer of
such proceeding promptly after SUMmedia receives notice thereof, the
Customer has control over the defence and settlement of the proceeding, the
SUMmedia provides such assistance in the defence and settlement of the
proceeding as the Customer may reasonably request, and SUMmedia complies
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with any court order or settlement made by the Customer in connection with
such proceeding.
11 TERMINATION
11.1 If either party commits a breach of any material obligation under this
Agreement, the other party may by written notice require that the party in
breach take corrective action. Upon receipt of such notice the party that
has committed the breach shall forthwith, at its sole cost and expense,
take such corrective action as is necessary to remedy the breach. If the
party that has committed the breach does not remedy the breach within 30
days of receipt of a default notice, or if the breach is not capable of
being remedied within 30 days thereof, use its best efforts within such
30-day period to remedy such breach and make substantial progress towards
remedying such breach, then the party not in breach may terminate this
Agreement forthwith upon written notice.
11.2 A party may immediately terminate this Agreement by written notice to the
other party in the event that (a) the other party is declared bankrupt or
becomes an insolvent person, makes an assignment for the benefit of its
creditors or attempts to avail itself of any applicable statute relating to
insolvent debtors, (b) the other party takes steps to wind-up, dissolve or
liquidate, except for internal corporate reorganizations, mergers or
shareholder reorganizations, or otherwise ceases to function as a going
concern, or (c) a trustee, receiver, receiver and manager or other
custodian (interim or permanent) of any of the assets of the other party is
appointed by private instrument or by court order or if any execution,
sequestration, or other analogous process of any court becomes enforceable
against the other party or its assets, or if distress or process is made
against the assets or any part thereof of the other party, unless within 30
days of such occurrence such process has been discharged.
12 NON-SOLICITATION
12.1 During the term of this Agreement, and for a period of 1 year thereafter,
in order to enable SUMmedia to maintain a stable workforce and to operate
its business, neither the Customer nor any of the Customer's employees will
solicit or encourage any of SUMmedia's employees to work elsewhere,
13 DISPUTES
13.1 In any claim, dispute, or controversy arising out of or in connection with
or relating to the validity, interpretation, performance, or termination of
this Agreement, the parties agree to use the following procedure as the
sole available remedy. A meeting shall be held between the parties promptly
after notice of the dispute is given by a party. The meeting will be
attended by representatives of the parties with decision-making authority
to settle the dispute, and the parties will attempt in good faith to
negotiate a resolution of the dispute. If, within a
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reasonable period not to exceed 7 days after the notice of dispute, the
parties have not succeeded in negotiating a resolution of the dispute, the
dispute shall be submitted to mediation. The parties will bear equally the
costs of the mediation. The parties will jointly appoint a mutually
acceptable mediator. If the parties have been unable to agree upon the
appointment of a mediator within 7 days from the conclusion of the
negotiation period, then the mediator will be selected with the assistance
of The British Columbia International Commercial Arbitration Centre,
Vancouver, British Columbia, Canada. The parties agree to participate in
good faith in the mediation for a period of 30 days. If the parties are not
successful in resolving the dispute through the mediation, then the parties
agree that the dispute shall be settled in Vancouver, B.C. by arbitration,
by one arbitrator, in accordance with the British Columbia International
Commercial Arbitration Centre Arbitration Rules then in effect. The
appointing authority shall be the British Columbia International Commercial
Arbitration Centre.
14 GENERAL
14.1 The parties will execute such further assurances and other documents and do
such further and other things as may be necessary to implement and carry
out the intent of this Agreement.
14.2 Neither party shall be in breach of this Agreement or responsible for
damages caused by delay or failure to perform in full or in part its
obligations hereunder, provided that there is due diligence in attempted
performance under the circumstances, and that such delay or failure is due
to an event of force majeure, such as but not limited to fire, earthquake,
severe weather, strikes, flood, act of God, act of any public authority or
sovereign government, civil disorder, strike or labour unrest, delay or
destruction caused by public carrier, unavailability of supplies,
materials, labour, power, transportation or any other circumstance
reasonably beyond the control of the party.
14.3 If any provision of this Agreement is determined to be void, invalid,
illegal or unenforceable in whole or in part, such provision shall be
deemed to be severable and stricken, and the remaining provisions shall
continue in full force and effect.
14.4 No waiver of any breach of any provision of this Agreement will be
effective or binding unless made in writing and signed by the party
purporting to give the same and, unless otherwise provided in writing in
the written waiver, will be limited to the specific breach waived. Failure
of either party to enforce at any time, or from time to time, any provision
of this Agreement shall not be construed as a waiver thereof.
14.5 No amendments to this Agreement will be valid or binding unless set forth
in writing and duly executed by the parties.
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14.6 Sections 6, 8, 9, 12, 13 and 14 shall survive termination or expiration
of this Agreement.
14.7 Unless otherwise expressly provided in this Agreement, any notice, or
other communication that is or may be given hereunder shall be in writing
and either personally delivered to the addressee by courier or facsimile
or e-mail transmission. The parties may change their respective address
for notice given in the manner provided. Any notice given by facsimile
transmission or e-mail shall be deemed to have been received on the next
business day after transmission. Any notice given by personal delivery
shall be deemed to have been received on the business day on which it is
delivered and left with the recipient at the recipient's address for
notice.
14.8 Except as provided herein, neither party shall assign, transfer,
delegate, sublicense or subcontract, in whole or in part, directly or
indirectly, or by operation of law, any of its rights or obligations
under this Agreement without the prior written consent of the other
party, and any such assignment or transfer without consent shall be null
and void. SUMmedia shall have the right to use consultants and
independent contractors under services agreements and consulting
contracts to assist it in performing the Services, provided that SUMmedia
shall remain wholly responsible for the Services and Deliverables.
14.9 This Agreement will inure to the benefit of and be binding upon the
parties and their respective legal representatives, successors and
assigns.
14.10 This Agreement is governed by and shall be construed in accordance with
the laws of the Province of British Columbia, Canada, without regard to
its conflict of laws provisions.
14.11 This Agreement may be executed in counterparts and delivered by facsimile
copy by either of the parties. Each executed counterpart shall be deemed
to be an original and such counterparts shall together constitute one and
the same agreement.
14.12 This Agreement constitutes the entire agreement between the parties
pertaining to the subject matter hereof and supersedes all prior
agreements, understandings, negotiations and discussions, whether oral or
written.
IN WITNESS WHEREOF the parties have signed the Agreement through their
respective duly authorized representatives:
SUMMEDIA.COM INC.
By: /s/ ANDRE DRAGON
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Name: Andre Dragon
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Title: C.O.O.
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Date: 1 June 2000
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THE CUSTOMER: for someone special sales Inc.
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By: /s/ KELLEE WALLACE
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Name: KELLEE WALLACE
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Title: President
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Date: 1 June 2000
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ATTACHMENT A
FSS EXECUTIVE SUMMARY
[OMITTED]
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ATTACHMENT B
PAYMENT SCHEDULE
PROJECT TIMETABLE
[OMITTED]
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ATTACHMENT C
SERVICES
[OMITTED]
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ATTACHMENT D
OUT OF SCOPE WORK
[OMITTED]
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ATTACHMENT E
CUSTOMER MATERIALS
[OMITTED]
