WILLOW CSN CANADA AND INFOCAST CORPORATION
MEMORANDUM OF UNDERSTANDING
The following represents a basis of discussions but does not represent a final
agreement.
WHEREAS, Willow CSN (Canada) Inc. ("Willow"), is the developer and operator of
The CyberAgent Network, (the "Network"), a economically viable alternative to
the conventional call center model. The Network is supported by, a consortium of
private corporations, education and government agencies working together to
assemble a social and economical model that provides incentive to the
CyberAgents, clients, governments and corporations involved,
WHEREAS, Infocast Corporation ("Infocast"), is a company in the business of
creation and provision of interactive software that delivers and manages
information/electronic content on multiple communications platforms in real
time, and,
WHEREAS Infocast and Willow confirm their mutual desire to commence discussions
and to exchange information with the goal of entering into formal agreement(s)
establishing an on-going relationship. This memorandum is to define the terms,
parameters and goals for the parties to reach a mutually beneficial agreement.
Infocast agrees to provide Willow with appropriate documentation in regards to
Infocast's financial viability. This information is to include but is not
limited to Infocast's most recent financial statement, future plans for private
funding, IPO and current lines of credit. Willow reserves the right to cease
discussions with Infocast if this information is not provided or the financial
viability of Infocast is deemed unacceptable.
Infocast agrees to provide Willow with documentation outlining a transition plan
and agreement if Infocast were to be sold or ceases to exist.
Additionally, a term agreement can only be executed when both parties have
agreed to all issues addressed in the Willow Request for Information (RFI).
Understanding of Roles and Responsibilities
1.0 Infocast Corporations Roles and Responsibilities
Cyber Agent Support for the following Items:
(a) Cyber Agent Applications
(b) Cyber Agent Desk Top Support
(c) Secure Voice and Data Connectivity to the Willow Network
Network Coordination
(a) Act as a Single Point of Contact for all Network Issues
(b) Provide a Best in Breed Network for Virtual Call Center Solutions
(c) Provide a Network Topology and Coverage for all of Canada
Client Integration
(a) Provide Secure Access into the Willow's Client Databases
(b) Provide Computer Telephony Integration into Clients Networks
(c) Provide Expertise to Create Enhanced Applications and Services
Reporting/Monitoring
(a) Provide a Level of Call Reporting and Monitoring Similar to Nortel's
DMS100 and CCMIS.
Billing
(a) Provide Direct Billing to the Cyber Agents and Clients as Agreed Upon
2.0 Willow CSN (Canada) Inc. Primary Canadian Roles and Responsibilities
(a) Recruit Clients to Become CyberNetwork Users
(b) Recruit CyberAgents to Become Call Takers
(c) Provide Training Course Material in Conjunction with Training
Affiliates for CyberAgent Training
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(d) Provide Infocast a Best Estimate of Clients, CyberAgents and Call
(e) Coordinate Consortium Members to Provide an End to End Cost Effective
Call Center Solution
3.0 Joint Discussions and Responsibilities
Operations and Service Levels
(a) The parties agree to collaborate on levels of service, service
agreements, points of contact and escalation procedures.
Revenue Sharing and Profits
(a) The parties agree to discuss profit margins and will work to a mutually
beneficial agreement.
Compensation
(a) The parties agree the intent of this business arrangement is to provide
a per call transaction based cost model.
(b) The parties agree they will work in collaboration to mutually determine
the price model for CyberAgents, clients, Infocast and Willow.
Project Team
(a) The parties agree to provide adequate resources during the exploration
process, initial implementation and the on-going relationship.
Non Disclosure
(a) The parties agree to abide by the non-disclosure agreement in place.
Non Compete
(a) The parties agree that they will not compete against each other with
respect to their core business as defined in the preamble.
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Implementation
(a) Infocast anticipates and Willow agrees that the parties will commence
implementation on or about July 1 st, 1999 if the terms and issues
identified in this document are met.
Conclusion.
The parties acknowledge that there are many details that need to be addressed in
respect to structuring and implementing a final agreement. However, based upon
the understanding contained within, the parties will each endeavor to work
expeditiously toward a formal agreement.
NOW THEREFORE, based upon the foregoing being generally in accordance with the
parties understanding of their discussions to date, the parties affix their
signatures and date the agreement as follows:
Infocast Corporation Willow CSN Canada
Per: /s/ James Hines A.T. Griffis Per: /s/ Christopher B. Richardson
--------------- ------------ -----------------------------
Authorized Signature Authorized Signature
/s/ James Hines Christopher B. Richardson
Typed Name Typed Name
President/CEO
Willow CSN, Canada
Title President Title
Infocast
Date June 7, 1999 Date
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