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Managed Services Agreement
of December 1, 2001,
between
Omnibus Canada Corporation, an Ontario Corporation
(`Omnibus') doing Business in Toronto, Canada,
and
InsynQ Inc., a Delaware Corporation
(`InsynQ') doing Business in Tacoma, Washington,
WHEREAS InsynQ is a managed services provider, and
WHEREAS Omnibus provides certain services to its customers, and
WHEREAS Omnibus wishes to have InsynQ manage the provision of said services, and
WHEREAS InsynQ wishes to manage the provisioning of said services,
THEREFORE for consideration received do InsynQ and Omnibus (the `Parties')
hereby enter into this Managed Services Agreement (the `Agreement') as follows:
1. Services
1.1 As at the date of this Agreement, Omnibus stipulates and InsynQ
acknowledges, that Omnibus has as existing customers (`Existing Customers')
only the following: Buck Consultants Limited (`Buck') Paracom Realty
Corporation (`Paracom')
Omnibus may come to have additional customers (the `New Customers') from
time to time (Existing Customers and New Customers taken together being the
`Customers').
1.2 InsynQ will do all things necessary to provide services for Buck as set out
in the Buck contract and Service Level Agreement, both of which are
attached hereto as Schedule `A'. In particular, and without limiting the
generality of the foregoing, InsynQ will provide the services for Buck that
Omnibus presently provides.
1.3 InsynQ will do all things necessary to provide the services for Paracom
that Omnibus presently provides, and like services for any New Customers.
1.4 InsynQ will provide Customers with account management, systems integration
testing for new applications, support, engineering support, network
management, systems administration and on site technical support as
required.
1.5 InsynQ will assist with and expedite Buck's purchase of additional
equipment and software and will install same in an expeditious manner.
1.6 InsynQ, at its own expense, will provision equipment, software and
communications as necessary for New Customers and additional end users of
Paracom.
1.7 InsynQ, at its own expense, will de-provision equipment, software and
communications as necessary for end users of Paracom and New Customers, for
whom managed services and applications hosting are no longer to be
provided.
1.8 InsynQ understands that Buck wishes to occupy the Omnibus Canada
Corporation server farm as the only customer. Accordingly, when
appropriate, InsynQ will migrate Paracom and New Customers to its server
farm. This will be done in a way that does not unduly interrupt the
services being provided to Paracom and New Customers.
1.9 The services to be provided by InsynQ under this Agreement are those and
only those described in Sections 1.1 through 1.8 hereof (the `Services').
2. Billing
2.1 InsynQ will issue invoices from Omnibus to Customers on a monthly basis
according to their contracts with Omnibus, will see to it that the amounts
invoiced are collected expeditiously, and will deposit checks received from
Customers from time to time to the Omnibus bank account at the TD Canada
Trust bank, account number 1460-5201937, or some such other account as may
be determined (the `Account').
2.2 In connection with an increase or decrease the number of seats at the
Customers' sites to which the Services are being provided, InsynQ will
adjust the monthly invoices presented to the Customers accordingly as set
out in agreements with Customers.
3. Term
3.1 The term of this Agreement (the `Term') shall extend from December 1, 2001,
which is the date of this Agreement, until the earlier of February 15,
2006, or the date upon which the Buck contract is terminated.
3.2 The Agreement is also terminated in the event that InsynQ becomes
insolvent, declares bankruptcy, goes out of business, does not provide the
Services, or does not carry out its obligations according to Section 7.
hereof.
3.3 If, as and when the Agreement shall be terminated, either through
expiration of its Term or otherwise, InsynQ shall arrange for an orderly
and workmanlike transfer of the providing of the Services by InsynQ back to
being provided by Omnibus.
4. Fees
4.1 The fees earned by InsynQ for the Services are US$16,550 per month (the
`Fees') as illustrated in Schedule `B' hereto.
4.2 InsynQ will invoice Omnibus on a monthly basis for the Fees, and Omnibus
will forthwith remit same via wire transfer to InsynQ's bank (the
`Remittances').
5. Payments
5.1 Out of Remittances, InsynQ will make directly all of the requisite payments
(the `Payments') to the current suppliers and service providers of Omnibus,
these Payments to be on a timely basis according to their credit terms,
estimates of which payments are illustrated in Schedule `B' hereto.
5.2 The Payments will include payments to the current suppliers and service
providers of Omnibus to settle accounts outstanding in the normal course as
at the date of this Agreement.
5.3 As at the date of this Agreement, the Payments to suppliers and service
providers of Omnibus are estimated as set out in Schedule `B' attached
hereto.
6. Employees
6.1 InsynQ agrees to offer employment at a salary of CDN$3,000 per month to
Dejan Savic, who is presently an employee of Omnibus. This employment will
begin December 1, 2001.
6.2 InsynQ agrees to offer employment at a salary of CDN$3,000 per month to
Arman Boduryan, who is presently an employee of Omnibus. This employment
will begin December 1, 2001.
6.3 Omnibus stipulates that, as at the date of this Agreement, it does not have
any employees other than Dejan Savic and Arman Boduryan (the `Employees').
6.4 Out of Remittances, InsynQ shall make directly all of the requisite net
payroll payments to the Employees, shall make the corresponding monthly
payroll tax remittances on behalf of the Employees to the appropriate
Government of Canada agency (these payments and remittances together being
the `Payroll'), shall maintain appropriate records of same, and shall issue
T4 slips on an annual basis to the Employees, such payments and remittances
to be made as required commencing December 1, 2001, as illustrated in
Schedule `B' hereto.
7. Liabilities
7.1 In consideration for having been awarded this Managed Services Agreement
and receiving the Fees as set out herein, InsynQ agrees to liquidate the
present long term liabilities of Omnibus as set out in Schedule `C' hereto
(the `Liabilities'), either in the form of InsynQ stock or in cash payments
over time, whether for a reduced amount or in full.
7.2 InsynQ will from December 1, 2001, onward, deal directly with the
Liabilities as set out in Schedule `C' and hereby covenants to provide a
total of US$220,000 over a period of 47 (forty seven) months in monthly
payments towards the Liabilities of not less than CDN$4,000, said payments
to commence April 15, 2002, and end February 15, 2006, as illustrated in
Schedule `B' hereto.
8. Legal
8.1 This Agreement represents the complete agreement of the Parties.
8.2 This Agreement shall be interpreted under the laws of Ontario, Canada.
8.3 This Agreement can be amended only by a written amending agreement executed
by the Parties.
AGREED to by the Parties, as of this 1st Day of December, 2002,
For InsynQ, Inc. For Omnibus Canada Corporation
/s/ John P. Gorst /s/ Donald M. Kaplan
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John P. Gorst, President Donald M. Kaplan, President
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Date 12/01/01 Date 12/01/01