Webhelp Com Inc Sample Contracts

Webhelp Com Inc – SERVICES AGREEMENT (August 31st, 2000)

EXHIBIT 10.19 SERVICES AGREEMENT SERVICES AGREEMENT (this "Agreement") dated as of June___, 2000, between Webhelp.com Inc., a Delaware corporation ("Webhelp"), and Webhelp S.A., a French societe anonyme (the "Company"). W I T N E S S E T H : WHEREAS, Webhelp has developed an integrated solution for the provision of certain real-time human assistance network services and is ready, willing and able to provide access to such network services and license certain related know-how relating to the provided services to Company. WHEREAS Webhelp has verified that such solution can be technologically customized and adapted to work in French speaking markets; WHEREAS, the Company desires to establish a Web site and to provide similar services in the French language; WHEREAS, simultaneously herewith, We

Webhelp Com Inc – TECHNOLOGY AND TRADEMARK AGREEMENT (August 31st, 2000)

EXHIBIT 10.18 Version of 04.06.2000 TECHNOLOGY AND TRADEMARK AGREEMENT Technology and Trademark Agreement (this "Agreement") dated as of June 6, 2000, between Webhelp.com Inc., a Delaware corporation ("Webhelp"), and Webhelp S.A., a French societe anonyme to be incorporated (the "Company"). W I T N E S S E T H : WHEREAS Webhelp has developed an integrated solution for the provision of certain real-time human assistance network services and is ready, willing and able to provide access to such network and make available certain related know-how regarding such network services to Company; WHEREAS Webhelp currently maintains a Web site and provides certain real-time human assistance and related services in the English language; WHEREAS Webhelp has verified that its real time human assistance solution can be technol

Webhelp Com Inc – LEASE (August 31st, 2000)

EXHIBIT 10.9 CLIC PROPERTIES INC. - and - WEBHELP CANADA INC. LEASE 175 Bloor Street East Phase 1, 4th Floor Toronto, Ontario FLEMING, WHITE & BURGESS Barristers & Solicitors 1000 - 2 Bloor Street West Toronto, Ontario M4W 3E2 382941.1 22995-0002 LEASE 175 BLOOR STREET FAST PHASE I TORONTO, ONTARIO THIS LEASE made as of the 16 day of May, 2000. IN PURSUANCE OF THE S

Webhelp Com Inc – SHAREHOLDERS' AGREEMENT (August 31st, 2000)

EXHIBIT 10.20 06/06/00 SHAREHOLDERS' AGREEMENT [WEBHELP] 2 SHAREHOLDERS' AGREEMENT BETWEEN (1) Monsieur OLIVIER DUHA, of French nationality, MARRIED, of legal age, residing at 40 rue Marjolin, 92300 Levallois-Perret; and Monsieur FREDERIC JOUSSET, of French nationality, SINGLE, of legal age, residing at 14 rue Vignon, Paris 75009 Hereinafter referred to as the "A SHAREHOLDERS" OF THE FIRST PART, (2) EUROP@WEB B.V. a company duly organized and validly existing according to the laws of Netherlands, having a share capital of 500,065,300 Euros, registered at the Chamber of Commerce and Industry for Amsterdam under number 33235092, having its registered office at Locat

Webhelp Com Inc – CERTIFICATE OF INCORPORATION (August 31st, 2000)

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF WEBHELP.COM INC. WEBHELP.COM INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation"), DOES HEREBY CERTIFY as follows: The Corporation was originally incorporated under the name "Blue Sky Ventures Inc." The original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on May 27, 1999, and amended and restated on December 29, 1999. By written action of the sole Director of said Corporation in lieu of a meeting, a resolution was duly adopted pursuant to Sections 141(f), 242 and 245 of the General Corporation Law setting forth an Amended and Restated Certifi

Webhelp Com Inc – REGISTRATION RIGHTS AGREEMENT (August 31st, 2000)

EXHIBIT 4.2 Webhelp.com Inc. REGISTRATION RIGHTS AGREEMENT This Agreement dated as of April 19, 2000 is entered into by and among Webhelp.com Inc., a Delaware corporation (the "Company"), eManagement, Ltd., a Cayman Island exempted company ("eManagement"), and WH Holdings, Ltd., a Cayman Island exempted company ("WH," and together with eManagement, the "Stockholders"). RECITALS WHEREAS, the Company and the Stockholders have entered into a Letter Agreement dated April 19, 2000 (the "Letter Agreement"), pursuant to which WH is acquiring 724,638 shares (the "Shares") of Common Stock of the Company; and WHEREAS, the Company and the Stockholders desire to enter into this Registration Rights Agreement on the terms herein, to provide for certain arrangements with respect to the registration of the Shares

Webhelp Com Inc – INTERNET SERVICES AGREEMENT (August 31st, 2000)

Exhibit 10.5 INTERNET SERVICES AGREEMENT AGREEMENT made this 29th day of December, 1999, between Webhelp.com Inc. ("Webhelp.com") with its principal office located at One Dundas Street West, Suite 2500, Toronto, Ontario Canada, M5G 1Z3 and Eliance Corporation ("PROVIDER"), with its principal office located at 7800 Equitable drive, Suite 250, Minneapolis, MN 55344 (collectively referred to as the "Parties") WHEREAS, Webhelp.com desires that PROVIDER provide certain services for Webhelp.com and WHEREAS, PROVIDER is willing to provide the services to Webhelp.com: IT IS AGREED: 1. SERVICES. PROVIDER shall perform the services for Webhelp.com described on Schedule "A", attached, as it may be amended from time-to-time by mutual agreement of the Parties to reflect current campaigns of Webhelp.com (the "Services"). 2. TERM. The initial term of t

Webhelp Com Inc – EMPLOYMENT AGREEMENT (March 22nd, 2000)

EXHIBIT 10.14 EMPLOYMENT AGREEMENT THIS AGREEMENT is entered into this 29th day of December, 1999, by and between Webhelp.com Inc., a Delaware corporation with its primary offices at One Dundas Street West, Suite 2500, Toronto Ontario M5G 1Z3 (the "Company), and Laura Hantho, an individual residing at 20 Bannon Avenue, Etobicoke Ontario, M8X 1T8 (the "Employee"). 1. EMPLOYMENT RELATIONSHIP. Employee is hereby employed in the capacity of Chief Operating Officer until the termination of her employment pursuant to Section 3 hereof. Employee will faithfully, fully, and to the best of her ability, experience and talent perform and render such services and perform such duties for the Company as Chief Operating Officer as the CEO shall direct. Employee will devote her full business time, attention, knowledge and skill solely to the business of the Company and will not engage

Webhelp Com Inc – HOSTING AGREEMENT (March 22nd, 2000)

Exhibit 10.8 eGAIN COMMUNICATIONS CORPORATION HOSTING AGREEMENT 1. Hosting Agreement. This Agreement (including its Exhibit A and all other documents referenced herein) is entered into by eGain Communications Corporation ("eGain") and Eliance Corporation ("Customer") for the purpose of providing Customer with Web-based access to eGain's software specified in Exhibit A, including any updates, upgrades or revisions provided under this Agreement ("Software"), and certain other services relating to the processing of and response to online inquiries and messages ("Online Messages") received by Customer from its customers and other users of Customer's Web site ("Users"). 2. Provision of Services. eGain will provide Customer with access, maintenance and related hosting services ("Hosting Services") to the Software installed on eGain's servers and other

Webhelp Com Inc – MASTER SERVICES AGREEMENT (March 22nd, 2000)

Exhibit 10.9 EXODUS COMMUNICATIONS, INC. MASTER SERVICES AGREEMENT THIS MASTER SERVICES AGREEMENT (the "Agreement") between Exodus Communications, Inc. ("Exodus") and Eliance Corporation ("Customer") is made effective as of date indicated below the Customer signature on the initial Order Form submitted by Customer and accepted by Exodus. 1. OVERVIEW. 1.1 General. This agreement states the terms and conditions by which Exodus will deliver and Customer will receive any or all of the services provided by Exodus, including facilities, bandwidth, managed services and professional services. If Customer purchases any equipment from Exodus (as indicated in the Order Form(s) described below), the terms and conditions by which Customer purchases and Exodus sells such equipment are stated in Addendum A attached hereto. Only this Section 1.1 and Addendum A shall a

Webhelp Com Inc – AGREEMENT TO LEASE (March 22nd, 2000)

Exhibit 10.10 [Logo] INTERACTIVE EXECUTIVE OFFICES CORP. AGREEMENT TO LEASE BETWEEN: Interactive Executive Offices Corp. (hereinafter called the "Landlord") AND: Eliance Corporation (hereinafter called the "Client") THE CLIENT agrees to lease from the Landlord and the Landlord agrees to lease to the Client the north suite known as Suite No. 2501 at 1 Dundas Street West, P.O. Box 84, Toronto, Ontario, M5G 1Z3. THE TERM of the lease is twelve months beginning on the 15th day of November, 1999 and ending on the 14th day of November, 2000, with an option to extend agreement for an additional one year period. THE CLIENT agrees to pay rent, in lawful money of Canada, during the term hereof at the monthly rate of TWENTY ONE THOUSAND TWO HUNDRED DOLLARS and .00 CENTS ($21,200.00) plus Business Tax at the rate o

Webhelp Com Inc – EMPLOYMENT AGREEMENT (March 22nd, 2000)

EXHIBIT 10.17 EMPLOYMENT AGREEMENT THIS AGREEMENT is entered into this 7th day of February, 2000, by and between Webhelp Canada Inc., an Ontario corporation (the "Company), and Tom Cronin ("Employee"). The first date of employment under this Agreement will be February 8, 2000 (the "Commencement Date"). 1. EMPLOYMENT RELATIONSHIP. Employee is hereby employed by the Company and will act also in the capacity of Chief Financial Officer of the Company's parent, Webhelp.com Inc., a Delaware corporation (the "Parent"), until the termination of his employment pursuant to Section 3 hereof. Employee will faithfully, fully, and to the best of his ability, experience and talent perform and render such services and perform such duties for the Company and the Parent as the President of the Company shall reasonably direct. Employee will devote his full business time, attention, know

Webhelp Com Inc – SHARE ESCROW AGREEMENT (March 22nd, 2000)

Exhibit 10.20 SHARE ESCROW AGREEMENT SHARE ESCROW AGREEMENT dated as of December 29, 1999 by and among Webhelp.com Inc., a Delaware corporation formerly know as BlueSky Ventures Inc.(the "Corporation"), iSpoke.com Inc., a Delaware corporation and a wholly owned subsidiary of the Corporation (the "Buyer"), eliance Corporation, a Delaware Corporation (the "Seller), each of the persons named on SCHEDULE 1 hereto (individually, a "Senior Manager" and, collectively, the "Senior Managers"), and Tory Haythe, as escrow agent. WHEREAS, prior to the execution and delivery hereof, the Senior Managers owned all of the issued and outstanding shares of Common Stock, $0.01 par value ("the Common Stock"), of the Corporation; and WHEREAS, pursuant to the Asset Purchase Agreement dated as of December 29, 1999 (the "Agreement") among the Corporation, the Se

Webhelp Com Inc – AGREEMENT (March 22nd, 2000)

Exhibit 10.1 [LOGO] 24/7 MEDIA INC. WEBSITE AFFILIATION AGREEMENT Master Affiliation Agreement, dated November 9, 1999 (the "Agreement") between Webhelp.com Inc. (the "Affiliate"), with an address set forth on the signature page hereto, and 24/7 Media, Inc., a Delaware corporation with an address at 1250 Broadway, 28th floor, New York, NY 10001, that operates the 24/7 Network for which it solicits Advertisers regarding the placement of Advertising for display on Pages and to which the Tags can be affixed as provided herein. The Affiliate and 24/7 wish to enter into the relationship as set out in this Agreement. All capitalized terms used in the Agreement and any exhibit attached to the Agreement have the meanings set forth in Se

Webhelp Com Inc – EMPLOYMENT AGREEMENT (March 22nd, 2000)

Exhibit 10.16 EMPLOYMENT AGREEMENT THIS AGREEMENT is entered into as of the 29th day of December, 1999, by and between Webhelp.com Inc., a Delaware corporation (the "Company), and Dan Walter (the "Employee"). 1. EMPLOYMENT RELATIONSHIP. Employee is hereby employed in the capacity of Chief Marketing Officer of the Company until the termination of his employment pursuant to Section 3 hereof. Employee will faithfully, fully, and to the best of his ability, experience and talent perform and render such services and perform such duties for the Company as the Chief Executive Officer shall reasonably direct. Employee will devote his full business time, attention, knowledge and skill solely to the business of the Company and will not engage in any other business activities for compensation or profit. 2. COMPENSATION (US Dollars) 2.1. As compensation for the performan

Webhelp Com Inc – INVESTOR RIGHTS AGREEMENT (March 22nd, 2000)

Exhibit 4 Webhelp.com Inc. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT This Agreement dated as of December 31, 1999 is entered into by and among Webhelp.com Inc., a Delaware corporation (the "Company"), those persons listed on Exhibit A (the "Preferred Stockholders"), eliance Corporation ("eliance") and Kerry Adler, Laura Hantho, Hugh Cumming, Dan Walter and Shukie Halfon (the "Founders"). RECITALS WHEREAS, the Company and the Series A Preferred Stockholders have entered into a Series A Preferred Stock Purchase Agreement dated December 29, 1999, and the Company and the Series B Preferred Stockholder have entered into a Series B Preferred Stock Purchase Agreement of even date herewith (each, a "Purchase Agreement") and the Company has issued certain shares of capital st

Webhelp Com Inc – EMPLOYMENT AGREEMENT (March 22nd, 2000)

EXHIBIT 10.13 EMPLOYMENT AGREEMENT THIS AGREEMENT is entered into this 29th day of December, 1999, by and between Webhelp.com Inc., a Delaware corporation with its primary offices at One Dundas Street West, Suite 2500, Toronto, Ontario M5G 1Z3 (the "Company) and Kerry E. Adler, an individual residing at 565 Old Orchard Grove, North York, M5M 2H2 (the "Employee"). 1. EMPLOYMENT RELATIONSHIP. Employee is hereby employed in the capacity of Chief Executive Officer until the termination of his employment pursuant to Section 3 hereof. Employee will faithfully, fully, and to the best of his ability, experience and talent perform and render such services and perform such duties for Company as Chief Executive Officer as the Board of Directors of the Company shall direct. Employee will devote his full business time, attention, knowledge and skill solely to the business of the Compa

Webhelp Com Inc – EMPLOYMENT AGREEMENT (March 22nd, 2000)

EMPLOYMENT AGREEMENT THIS AGREEMENT is entered into this 29th day of December, 1999, by and between Webhelp.com., Inc. a Delaware corporation with its primary offices at One Dundas Street West, Suite 2500, Toronto, Ontario M5G 1Z3 (the "Company), and Hugh Cumming, an individual residing in Ontario, Canada (the "Employee"). 1. EMPLOYMENT RELATIONSHIP. Employee is hereby employed in the capacity of Chief Technology Officer until the termination of his employment pursuant to Section 3 hereof. Employee will faithfully, fully, and to the best of his ability, experience and talent perform and render such services and perform such duties for Company as Chief Technology Officer as the Chief Executive Officer of the Company shall direct. Employee will devote his full business time, attention, knowledge and skill solely to the business of the Company and will not engage in any other business activities for compensation or profit. 2. COM

Webhelp Com Inc – ASSET PURCHASE AGREEMENT (March 22nd, 2000)

Exhibit 10.19 ASSET PURCHASE AGREEMENT By and Between ELIANCE CORPORATION, WEBHELP.COM INC. and iSPOKE.COM INC. TABLE OF CONTENTS SECTION PAGE 1. Sale and Delivery of the Assets to be Sold; Release......................................2 1.1 Delivery of the Assets to be Sold...............................................2 1.2 Further Assurances..............................................................4 1.3 Purchase Price............................

Webhelp Com Inc – 1999 LONG TERM INCENTIVE PLAN (March 22nd, 2000)

Exhibit 10.18 WEBHELP.COM, INC. 1999 LONG TERM INCENTIVE PLAN SECTION 1. PURPOSE. The purposes of this Webhelp.com, Inc. 1999 Long Term Incentive Plan (the "Plan") are to encourage selected employees, officers, directors and consultants of, and other individuals providing services to, Webhelp.com, Inc. (together with any successor thereto, the "Company") and its Affiliates (as defined below) to acquire a proprietary interest in the growth and performance of the Company, to generate an increased incentive to contribute to the Company's future success and prosperity thus enhancing the value of the Company for the benefit of its shareholders, and to enhance the ability of the Company and its Affiliates to attract and retain exceptionally qualified individuals upon whom, in large measure, the sustained progress, growth and profitability of the