Shaw Fiberlink Memorandum of Understanding
between:
HOME BASE WORK
SOLUTIONS LTD.
And
SHAW FIBERLINK LTD.
This memorandum of Understanding (MOU) is entered into this 28th day of August,
1998, between Home Base Work Solutions Ltd., having offices at 131 Signature
Court S.W., Calgary, Alberta, T3H 2V8 ("HBWS"), and Shaw FiberLink Ltd. having
offices at 630 3rd Avenue S.W., Calgary, Alberta, T2P 4L4 ("SFL") and sets out
the parties' intent and interim agreement as to the supply of services and
development of a mutually beneficial business relationship. This document in and
of itself does not constitute a legally binding agreement.
The parties agree as follows:
1) Confidentiality
This MOU, the subject matter hereof, and any confidential and
proprietary information disclosed in connection with this MOU are
each hereby designated as "Confidential Information" and shall be
protected in accordance with the terms set out in "Agreement Not to
Disclose Confidential Information" signed by both parties and dated
August 28, 1998 (the "NDA"). All discussions currently underway are
covered by such confidentiality.
2) Strategic Planning
HBWS will be responsible for all aspects of their business plans for
the provision of the value added remote LAN service to their
customers (the "Service").
SFL will assist in market development, cooperative strategies and
facilities planning.
3) Network Management
HBWS and Shaw will discuss network management to support their
respective network activities including maintenance and provisioning
of circuits. Each company will maintain its own network via its 24 x
7 network management centers.
HBWS agrees the first contact point for all customer service
problems relating to the service will be HBWS and that SFL will only
accept service escalations from HBWS, not directly from their end
customers.
4) Customer Service/Order Desk
HBWS and SFL will discuss the customer service/order desk function
and an appropriate order process model including the development and
maintenance of an "On-Net" and "Near-Net" database and an
appropriate RFQ process.
Until this process is defined the SFL Customer Care Center in
Calgary will process all orders.
5) Service Provisioning
SFL will be responsible for the provisioning of the cable modem
service and the transparent LAN service. HBWS will be responsible
for entering into the Service agreement directly with the customer
and for providing their customer with the overall solution, which
may including security software and hardware.
SFL will contact the residential customer directly to facilitate the
installation of the cable modem. All other end customer contact will
be through HBWS.
6) Network Backbone and Standards
HBWS and SFL will discuss and agree to conform to common network
architecture standards. This covers all network components including
fiber and fiber deployment, electronics and test equipment
procedures.
7) The Services
SFL shall provide to HBWS the following services;
Cable Modem Service
This shall constitute a service whereby Shaw will install a Hybrid
Fiber/Coax (HFC) FX modem at HBWS's residential customer premise and
transport the IP data from the residential customer premise to the
Shaw network core. The residential customer premise interface will
be Ethernet 10 base T. Shaw is not responsible for application or
security software. It is understood that the cable modem service is
on a shared transport medium and performance and throughout levels
are not guaranteed.
The cable modem is provided to HBWS as part of the fees for the
cable modem service and shall remain the property of SFL. HBWS
assumes the entire risk of loss, theft or damage to the cable modem
due to any cause whatsoever and until the modem is returned to SFL.
Upon termination of any cable modem service HBWS shall be
responsible to disconnect the modem at its customer=s premises and
return the modem to SFL.
Transparent LAN service
This shall constitute a service whereby Shaw provides an Ethernet
circuit from it=s network core to the Customer corporate location.
This circuit will be used to transport the IP data collected from
the cable modem service and deliver it to the customer=s corporate
network/server. Shaw is responsible for the core routing of the data
and delivery on the transparent LAN circuit. Shaw is not responsible
for any application software, security software or servers. The
corporate customer interface will be Ethernet 10 base T.
7) Pricing and Commitment Levels
This agreement is for a period of 12 months from date of signing.
HBWS agrees to acquire 2,000 cable modems from SFL during this
period.
Based on this commitment SFL agrees to provide cable modem service
at a cost of $100.00 per residential customer premise. The modems
must be acquired on a monthly basis with a minimum of 150 new orders
being processed each month. The installation cost per modem will be
$150.00 per residential customer premise.
The pricing for the Transparent LAN services shall be based on SFL=s
current price structure. SFL will sell this service to HBWS based on
a 3% discount.
HBWS agrees to sell the customer solution, including the cable modem
service at a price no lower than SFL's "Remote LAN" service
offering, currently priced at $150.00 per month per residential
customer premise. SFL agrees that it will review this pricing on a
regular basis with HBWS and adjust it if the market conditions
demand a change.
This constitutes the understanding reached between Home Base Work Solutions Ltd.
And Shaw FiberLink Ltd. We hereby agree to a business relationship based on the
above, such relationship to be legally formalized in due course.
/s/ Robert C. Watson /s/ Ken MacLean
- --------------------------------- ------------------------------
Robert C. Watson, President Ken MacLean, President
Shaw FiberLink Ltd. Home Base Work Solutions Ltd.
_________________________________ August 28/98
Date Date