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EXHIBIT 10.34
INFORMATION SYSTEMS SERVICES AGREEMENT
THIS AGREEMENT made as of the 1st date of July, 1999.
BETWEEN: CANADIAN NATURAL RESOURCES LIMITED, an Alberta corporation, with
its head office at 2000, 425 1st Street SW, Calgary, Alberta T2P
3L8. ("CNRL")
-and-
FUTURELINK DISTRIBUTION CORP., an Alberta corporation, with its
head office at 300, 250-6th Avenue SW, Calgary, Alberta, T2P
3H7 ("FUTURELINK")
WHEREAS:
(a) CNRL 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 has agreed to provide such services upon the terms and
conditions set forth below.
IT IS AGREED THAT:
1. FutureLink shall provide computer and information systems operating and
consulting services to CNRL as described and for the consideration set
forth in the attached Schedule A.
2. FutureLink shall provide additional computer and information systems
operating and consulting services (not specifically set forth in Schedule
A) to CNRL if, as and when requested by CNRL. FutureLink shall charge CNRL
for such additional work at its then current standard commercial billing
rates charged to third parties for similar services, or at a rate
specifically agreed to at the time the service is requested.
3. This Agreement is effective from July 1, 1999 until June 30, 2001. Notice
of renewal will be provided sixty (60) days prior to the end date of this
Agreement.
4. FutureLink shall invoice CNRL at the beginning of each month an amount
equal to 90% of the estimated total invoice for that month. CNRL will
receive a 3% prepayment discount should CNRL pay in full the estimated
amount no later than the first day of the month following the month for
which the services estimated in the said invoice were rendered. If in the
event CNRL does not pay the estimated amount of the invoice within the
calendar month the invoice is dated, (no later than the first day of the
month following), CNRL will be re-invoiced by FutureLink for the foregone
3% prepayment discount.
5. FutureLink shall invoice CNRL at the end of each month for services
rendered during that month, less the estimated amount already invoiced in
accordance with paragraph 4 hereof. 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.
6. CNRL 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 12% per annum (1.0% per month). Payment of
any invoice shall not prejudice CNRL's right to protest or question the
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correctness thereof; provided however, all invoices and statements rendered
to CNRL shall be conclusively be deemed to be true and correct 90 days
following rendering thereof, unless CNRL takes exception thereto within the
said 90 days and makes a written claim to FutureLink for adjustment.
7. 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.
8. Unless mutually agreed in writing, and except as specified herein, CNRL
agrees that former FutureLink employees shall not be allowed to work
indirectly or directly for CNRL until the earlier of six months after
termination of the employee's employment with FutureLink, or six months
after termination of this Agreement. Without limiting the generality of the
foregoing, this employment shall include, but not be limited to, employment
by CNRL, employment by another party who contracts with CNRL, contracting,
sub-contracting, agency, partnership, or any other association. Should CNRL
breach this covenant (which covenant shall survive the termination of this
Agreement), CNRL shall pay to FutureLink as liquidated damages and not a
penalty, an amount equal to 50% of any fees or gross income earned by a
former FutureLink employee during the above mentioned six month period
which may be applicable for work performed by the former employee for CNRL,
which amount shall be due and payable on demand. Additionally, it is agreed
that FutureLink may enforce this covenant by an injunction or otherwise.
Should FutureLink undergo a change in control during the above mentioned
period which CNRL does not consent to in writing, or if FutureLink elects
to terminate this Agreement before the end of term of this Agreement in
accordance with paragraph 13 hereof, this paragraph will not be binding on
the parties hereto. For the purposes of this Agreement, a change in control
of FutureLink shall be effective if a party other than FutureLink's current
sole shareholder, FutureLink Corp., a Delaware corporation, directly or
indirectly, acquires 51% or more of FutureLink's voting shares.
9. FutureLink agrees to keep confidential the affairs of CNRL, 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 CNRL or its affiliates or subsidiaries. If requested by
CNRL, all FutureLink employees who provide services to CNRL in accordance
with this Agreement shall sign confidentiality agreements.
10. FutureLink agrees that all product (software, design, proposals, or other
intellectual property) produced by FutureLink staff in the course of their
work for CNRL remains the exclusive property of CNRL.
11. FutureLink agrees to use its reasonable best efforts to provide continuity
of staff to CNRL, such that, unless agreed to in writing by CNRL, turnover
of full-time staff assigned to CNRL is not to exceed one person every six
months, or 20% annually, whichever is greater.
12. CNRL will have final approval at its sole discretion over FutureLink staff
assigned to work at CNRL and will have sole determination of the expertise
level (Junior, Intermediate, Senior, Expert) of assigned staff.
13. Either party may terminate this contract on 60 days written notice to the
other party hereto.
14. This Agreement is governed by the laws of the Province of Alberta and the
federal laws of Canada applicable therein.
15. Time is of the essence in this Agreement.
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16. 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.
17. 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.
IN WITNESS WHEREOF, the parties have executed and delivered these presents as of
the day and year first above written.
CANADIAN NATURAL RESOURCES LIMITED FUTURELINK DISTRIBUTION CORP.
Per: /s/ Steve Suckle Per: /s/ W.V. Arnett
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Print Name: Steve Suckle Print Name: W.V. Arnett
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Title: Manager, Info. Systems Title: Chief Operating Officer
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SCHEDULE A TO THE INFORMATION SYSTEMS SERVICES AGREEMENT BETWEEN CANADIAN
NATURAL RESOURCES LIMITED AND FUTURELINK DISTRIBUTION CORP. DATED AS OF
JULY 1, 1999.
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SERVICES & REMUNERATION
1. CONSULTANTS. FutureLink 1999 rates for consulting services on an hourly
basis are $60/$80/$100/$120/$150 per hour for Junior, Intermediate, Senior,
Expert and Principal resources. Two options are available for contract
duration and discount rate for CNRL:
- If the duration of the contract is one year then the discount rate
offered will be 20%. The rates under this option will therefore be
$48/$64/$80/$96/$120 per hour for Junior, Intermediate, Senior,
Expert and Principal resources
- If the duration of the contract is two years then the discount rate
offered will be 30%. The rates under this option will therefore be
$42/$56/$70/$84/$105 per hour for Junior, Intermediate, Senior,
Expert and Principal resources
- FutureLink will provide the services of 5 Infrastructure staff (2
Senior, 2 Intermediate and 1 Junior) to CNRL on a full time basis.
Full time shall mean 8 hours per working day, or, if necessary,
additional hours in excess of 8 hours per day which must be
pre-approved by CNRL. The Consultants assigned shall be agreed in
advance by CNRL and FutureLink and defined in Schedule B.
- FutureLink will provide the services of 4 User Support staff (4
Intermediates) to CNRL on a full time basis. Full time shall mean
8 hours per working day. The Consultants assigned shall be agreed
in advance by CNRL and FutureLink and defined in Schedule B.
- FutureLink will provide the services of Team Leaders, Network
Support, Data and Development staff, AS 400 support, Unix support,
and additional Infrastructure and User Support resources on an as
required basis. These staff will be billed at the appropriate
discounted hourly rate described above. Consultants assigned shall
be agreed in advance by CNRL and FutureLink and defined in Schedule
B.
2. HARDWARE. FutureLink may at CNRL's option purchase all required Network
and PC hardware, and desktop software for CNRL. Prices will be based on a
cost plus 10% arrangement.
3. COMPUTERS. CNRL will provide FutureLink staff with access to PC's of a
type appropriate for the kind and nature of work FutureLink performs
for CNRL.
4. TRAVEL EXPENSES. CNRL will reimburse all travel and accommodation costs
associated with support provided by FutureLink to CNRL's field operations.
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SCHEDULE B TO THE INFORMATION SYSTEMS SERVICES AGREEMENT BETWEEN CANADIAN
NATURAL RESOURCES LIMITED AND FUTURELINK DISTRIBUTION CORP. DATED AS OF JULY 1,
1999.
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SERVICES AND REMUNERATION
20% 30% FULL OR
EMPLOYEE FUNCTION LEVEL 99 RATE DISCOUNT DISCOUNT P/T
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Bernard van Blokland AS400 Support Expert 120 96 84 P/T
Bernard van Blokland AS400 Support Senior 100 80 70 P/T
Bob Tulk Client Support Intermediate 80 64 56 F/T
Brian Oldridge Field Support Senior 100 80 70 F/T
Christine Anderson Client Support Senior 100 80 70 F/T
David Baker DBA Expert 120 96 84 P/T
Don Oldridge Field Support Junior 60 48 42 F/T
Chris Robertson Client Support Junior 60 48 42 F/T
Glen White App Development Expert 120 96 84 P/T
Greg Bolin Infrastructure Intermediate 80 64 56 F/T
Jason Auch Field Support Intermediate 80 64 56 F/T
Judie Roberts Client Support Intermediate 80 64 56 F/T
Kelvin McKay Infrastructure Senior 100 80 70 F/T
Kelvin McKay Infrastructure Expert 120 96 84 P/T
Kevin Hogg Field Support Junior 60 48 42 F/T
Kirby Laska Client Support Intermediate 80 64 56 F/T
Misc. (Brian West,
Keith Arriss etc.) Misc. Expert 120 96 84 P/T
Randy Groeneveld AS400 Support Senior 100 80 70 P/T
Randy Groeneveld AS400 Support System Check 65 52 45.5 P/T
Robin Bell Infrastructure Expert 120 96 84 P/T
Ross MacKay App Development Senior 100 80 70 P/T
Simon Graham Infrastructure Senior 100 80 70 F/T
CNRL has the right to approve all staff assigned to the account. FutureLink
reserves the right to change staff assigned to the account from time to time
with fifteen (15) days notice. Replacement staff must be approved by CNRL.