Memorandum of Understanding
between
Praxis Technical Group, Inc. (Praxis)
and
The Forest Industry Online Inc. (Forest Industry)
for
the provision of technical services by Praxis Technical Group, Inc to The
Forest Industry Online Inc.
Forest Industry requires certain technical services and Praxis has a unique
capability to provide and wishes to provide those services for Forest Industry.
The technical services in question are three types:
1. Development and setup of Web-delivered computer-based training programs and
the administration and management systems required to offer a comprehensive
training program over the Internet.
2. Technical design, software development and hardware development and
maintenance services required to build a heavy-duty, multitier, scalable,
high-capacity, secure Internet server system capable of meeting Forest
Industry's requirements, and maintenance and development services required to
expand the system to meet future needs.
3. Mathematical, algorithmic and heuristic expertise and system development
ability adequate to build a data analysis and prediction system adequate for the
analysis of data obtained from Crow's Publications, Inc. or similar sources to
provide forecasting and advisory services to customers of Crow's, or of Forest
Industry.
Praxis understands that both parties intend this to be a long-term relationship,
and that Forest Industry is a new and rapidly growing company. In respect of
these considerations Praxis agrees to charge less than its normal charge-out
rates for services. Praxis' current normal charge-out rate is $100 USD per hour
for technical design and development and programming services. Praxis' current
normal charge-out rate for development of computer-based or web-based training
programs, including graphics, scriptwriting, and authoring, is $80 USD per hour.
In respect of this, Praxis and Forest Industry agree to the following terms:
1. For development and setup of Web delivered computer-based training programs
as described in item 1, above, Praxis will charge $60 CDN per hour.
2. For technical services as described in items 2. and 3. above, Praxis will
charge $80 CDN per hour.
3. All copyright and any other rights to training materials, and source code,
object code and compiled code shall become the property of Forest Industry on
payment of invoices, with the exception of certain mathematical or heuristic
technology which may be used for data-mining or data-analysis, and which has
already been developed or partially developed by Praxis. Royalties for such
technology shall be negotiated separately and do not form part of this MOU.
4. Software or hardware purchased on behalf of Forest Industry shall be approved
in advance by Forest Industry and will be charged at cost.
5. All invoices submitted by Praxis shall be accompanied by reports from the
Praxis time-tracking system, certified by the employees employed on the projects
for which the invoices are issued.
6. The method of delivery of the technical services are outlined in the Proposal
attached hereto as Exhibit A and included as a part of this memorandum of
understanding.
It is further intended by both parties to enter into discussions for Forest
Industry to create a long term relationship with Praxis though the acquisition
of Praxis. These discussions are non-binding on either party and if pursued,
will be detailed within a letter of intent at a future date.
Signed this 12th day of October, 2000, at Nanaimo, British Columbia
/s/XXX XXXXXXXX
-------------------------------------------------------
Xxx Xxxxxxxx, President, The Forest Industry Online Inc.
/s/XXXX XXXXXXXX
------------------------------------------------------
Xxxx Xxxxxxxx, President, Praxis Technical Group, Inc.
EXHIBIT "A"
to
Memorandum of Understanding
Proposal
for
Delivery of Technical Services
to
The Forest Industry Online Inc.
Praxis Technical Group, Inc.
0000 Xxxxxxxxxx Xxxx
Xxxxxxx, X.X. Canada V9S 5G4
1. General
1.1 Praxis Technical Group, Inc. (Praxis) will deliver technical services to
The Forest Industry Online Inc. at a preferred rate on the understanding
that a long-term contractual relationship exists between the two companies,
and that Praxis will be the sole designer and developer of a multi-tier,
scalable, web-site architecture suitable for The Forest Industry Online
Inc.'s needs, except where both companies mutually agree to utilize the
services of a third party, or third-party software.
1.2 Praxis Technical Group, Inc. assumes responsibility for the appropriateness
and suitability of the design on a staged basis, i.e. The Forest Industry
Online Inc. will review and approve each stage of the design and
development process as laid out in this document.
1.3 Praxis Technical Group, Inc. will invoice The Forest Industry Online Inc.
on a monthly basis, and the invoices will be backed by print-outs from the
Praxis project time-tracking syste, certified by the Praxis employees
involved in the project.
1.4 Praxis will maintain a project team of suitable size, and will not divert
the members of the project team to other projects to the detriment of The
Forest Industry Online Inc..
1.5 Praxis will provide The Forest Industry Online Inc. with bi-weekly progress
reports and documentation describing the work accomplished in each two-week
period.
1.6 Praxis will not purchase, nor commit The Forest Industry Online Inc. to the
purchase of any goods, software, or hardware without prior written
permission from The Forest Industry Online Inc.
2. Description of Services
2.1 Praxis Technical Group, Inc. will provide the services of two web-site
design and Java programming experts, who will outline the design for the
web-site, and take the lead role in the integration of software and
hardware outlined in the design.
2.2 Praxis will provide sufficient additional developer's time to develop
custom software in Java, as required, but only when it is determined that
no suitable third-party software is available.
2.3 Praxis will recommend back-office solutions to The Forest Industry Online
Inc.
2.4 Praxis will provide documentation and training necessary for The Forest
Industry Online Inc. personnel
to assume maintenance and management of the web-site as it is deployed.
2.5 Subject to prior approval from The Forest Industry Online Inc., Praxis will
install the web-site on suitable servers, and will find an appropriate
server-hosting service for the web-site.
2.6 Praxis will test all aspects of the site, including security and
robustness, and will submit results of the tests to The Forest Industry
Online Inc..
3. Continuous Nature of Engagement, Discontinuation and Arbitration
3.1 The work is to be carried out on a continuous basis, until complete, but
may be paused or discontinued without cause by either party on 60 day's
notice, which must be given in writing.
3.2 The work may be discontinued at any time by either party for reasonable
cause, subject to notification in writing. In general cause shall mean
non-performance of these terms by either party, with no attempt to rectify
such non-performance within two weeks of written notification, or clear
breaches of software license provisions, or illegal activities of any type.
3.3 Disputes between the two parties which cannot be resolved shall be resolved
firstly by resort by either party to the procedures outlined in the British
Columbia Commercial Arbitration Act, and only after such arbitration has
failed, through the courts and under the laws of British Columbia.
4. Terms and Conditions
4.1. All software code and documentation written specifically for The Forest
Industry Online Inc. or for this project by Praxis, shall be the sole and
unconditional property of The Forest Industry Online Inc.. Copies of such
code shall be given to The Forest Industry Online Inc., and Praxis shall
only maintain copies necessary for maintenance of the The Forest Industry
Online Inc. web-site. Praxis agrees to keep all such code, documentation
and related techniques and algorithms secret, and shall not disclose them
to any third party without written permission of The Forest Industry
Online Inc..
4.2. The Forest Industry Online Inc. shall be notified in writing of any
software, documentation, techniques or algorithms previously developed by
Praxis, or developed by Praxis for its own use, and the development of
which has not been paid for by The Forest Industry Online Inc., and which
is used in this project. At the time of notification, a license agreement
for the use of such intellectual property shall be negotiated in each case.
4.3. Praxis will submit invoices on a monthly basis, payable within 30 days of
receipt by The Forest Industry Online Inc.. Such invoices will be
accompanied by time sheets showing hours worked and the work performed
during those hours. Praxis will charge $80.00 CDN per hour for all work
performed under this agreement, plus all applicable taxes.
4.4. Software and hardware purchased by agreement with and on behalf of The
Forest Industry Online Inc., will be charged at cost.
