EXHIBIT 10.3 STATEMENT OF WORK STATEMENT OF WORK FOR WEB HOSTING SERVICES Thank
you very much, we appreciate and value your business. By signing below, each of
us agrees to the terms on this page and the following pages. This Transaction
Document, and the attached 51st State Systems Inc. ("51st ...
STATEMENT OF WORKSTATEMENT OF WORK FOR WEB HOSTING SERVICES
Thank you very much, we appreciate and value your business.
By signing below, each of us agrees to the terms on this page and the following
This Transaction Document, and the attached 51st State Systems Inc. ("51st
State") Service Agreement and any other applicable Amendments and Transaction
Documents make up the entire agreement between both of us regarding the Services
we provide to you in support of your project referred to as Web Hosting
Services. These replace all previous agreements or other communications between
us regarding these Services.
Agreed to: Agreed to:
National EDGAR Services Inc. 51st State Systems Inc.
938 Howe Street, Suite 402 938 Howe Street, Suite 402
Vancouver, BC V6Z1N9 Vancouver, BC V6Z1N9
/s/ Todd Cusolle /s/ Matt Sebal
Todd Cusolle Matt Sebal
NATIONAL EDGAR SERVICES INC. ("YOU") AND 51ST STATE SYSTEMS INC. ("WE") AGREE
THAT THE 51ST STATE SYSTEMS SERVICES AGREEMENT APPLIES TO THE SERVICES DESCRIBED
IN THIS TRANSACTION DOCUMENT AND ITS ATTACHMENTS
"Web Hosting Environment" is a description of the configurations being provided
by 51st State. These configurations will include hardware (processor, memory,
disk), software, and network connectivity. The Web Hosting Environment you are
ordering is defined in Attachment 1.
The scope of this project includes establishment of a web hosting environment
for you. 51st State will provide the server hardware, operating system software,
monitoring software, and other software and premise connectivity, as
specifically documented in Attachment 1. We provide to you, under the terms of
this Transactional Document and Attachment 1, capabilities within the Web
Hosting Environment. The Web Hosting Environment will include servers that are
accessible from the Internet, where your information and data content will be
resident, and which will allow authorized users to access this content. We
provide you the use of software facilities resident on these servers for
formatting, loading, previewing, and maintaining your information and data
content through an Internet connection. We restrict the use of these software
facilities and the ability to modify your information and data content to
authorized user identifications and passwords we provide to you.
1.3 KEY ASSUMPTIONS
The 51st State Responsibilities and Charges within this Transaction Document are
based on the Key Assumptions below:
1. The server architecture contains single points of failure.
2. No growth is assumed. 51st State will utilize incremental ordering and/or
Project Change Requests for pricing new and additional capacity.
3. The server environment will be hardened (e.g. operating system).
4. Commercially supported levels of software will be maintained.
5. Unix root and NT administrative access is controlled by 51st State and is
not available to you. Within the limitations of the operating system 51st State
will however, establish access to a limited set of privileged commands as
mutually agreed upon.
6. Access for you to any systems level commends such as shutdown, reboot,
and kill is not provided as it may affect the rest of our server environment.
Physical machine shutdown and re-initialization will be performed by 51st State.
7. 51st State will retain execution of all system level maintenance,
privileged, and administrative commands.
8. 51st State will not share administrative control of the firewall, if any
are specified in Attachment 1, with you.
1.4 51ST STATE RESPONSIBILITIES
TASK 1 - IMPLEMENTATION
1. Enable the server hardware, software, and network connectivity as
detailed in Attachment 1.
2. Enable dedicated switch ports for servers.
3. Establish dedicated premise network connectivity on Ethernet 10/100BaseT.
4. Enable access from the server farm to the open Internet over high speed
5. Provide Domain Name Services, if required.
6. Make a backup of the initial instillation.
TASK 1 - IMPLEMENTATION will be considered complete when the new web hosting
service is operational and accessible from the Internet.
TASK 2 - ONGOING SERVICES
1. Support the web server, as described above.
2. Provide bandwidth to the open Internet as described above.
3. Maintain Domain Name Services, if required.
4. Obtain and coordinate the installation of new versions, releases, and
fixes to the operating system and system software, as required by 51st State to
maintain the operating environment.
5. Provide around-the-clock monitoring of the services identified in
Attachment 1, identify problems and work on fixes.
6. Provide server support to administer the server environment and work on
7. Use commercially reasonable efforts to assure that the servers are
operational and available on the network.
8. Implement the security policy on the firewalls and undertake the firewall
software upgrades as deemed necessary for data security and integrity, if
firewall services are included in Attachment 1.
TASK 2- ONGOING SERVICES remains for the term of this Transaction Document. This
task will be considered compete when the services described in this Section are
performed in each month of the term.
1.5 YOUR RESPONSIBILITIES
1. Be responsible for purchasing versions / patches of the software
program(s) installed on any server at the current commercially available
version. You may identify when 51st State assistance is required and at your
request we will provide this additional assistance at additional charges.
2. Assist 51st State with project planning and scheduling of the initial
3. Obtain the appropriate licenses and media for any licensed programs which
you use in this environment. A current copy of each license and media must be
placed on file with 51st State Systems.
4. Provide administration level support of your content and applications.
5. Obtain a licensed copy of appropriate software to run your content and
6. Upload your content and data using internet connectivity provided by you.
7. Provide 51st State with input and future plans regarding your site. This
information will be used by 51st State to plan its server resources and
8. Provide 51st State with around-the-clock contact names and phone or pager
numbers for support.
9. Ensure your information or data does not contain any data or information
which violates any law or regulation.
10. You shall not use this Service to send or receive any information in the
form of text, graphics, or programs which infringes any patent, copyright,
trademark, trade secret, or other intellectual property right, privacy, or
similar right of another.
11. You are responsible for promptly notifying us of any event or
circumstance, and will provide all information relating to such event or
circumstance if requested by us, related to this Transaction Document or your
information and data which could lead to a claim or demand against us by any
1.6 SERVER SECURITY
We will provide you with only those security facilities or security procedures
for access to your information and data content, if any, as described in this
We maintain the servers' operational status in support of your information and
data content. We will make the server containing your information and data
content available for access around-the-clock, except for periods of scheduled
maintenance and periods impacted by technical difficulties. 51st State Web
Hosting Scheduled Maintenance is normally performed weekly, at random, during
generally accepted "off-hours" for business (Pacific and Eastern).
We reserve the right to interrupt access to the server to perform emergency
maintenance as needed.
We have configured the Web Hosting Environment necessary to meet our
understanding for your current requirements. the Web Hosting Environment
associated with the services provided to you are described in Attachment 1.
The total Charges for the services ordered under Attachment 1 are shown below.
The Charges are firm for the duration of this Transaction Document. Charges for
additional services, or changes to the Web Hosting Environment if any, will be
reflected in a mutually agreeable change authorization to this document.
-- Continued on next page -
SERVICE DESCRIPTION ONE-TIME CHARGE MONTHLY CHARGE
-------------------------------------- ------------------- ---------------
Web Hosting Environment Waived $1000.00 per month
Back Up Services Waived Incl.
Application Hosting and Maintenance Waived Incl.
Facilities and Hardware Fee Wavied Inc.
SERVICE DESCRIPTION HOURLY CHARGE
Server Assistance Program $150.00 per hour
24h per day, same rate
Charges are billed monthly. Invoices will be issued one month in advance.
Invoices are due upon receipt. 51st State Systems accepts Visa and MasterCard
and can administrate monthly automatic payments if you wish.
The preceding dollar figures are exclusive of any applicable taxes. ALL AMOUNTS
ARE IN $US
1.8 TERM AND TERMINATION
The 51st State tasks under this Transaction Document are described in section
1.4 "51st State Responsibilities". 51st State will begin work on these tasks
upon receipt of this signed Transaction Document.
The initial term of the Transaction Document commences at the start of TASK 1 -
IMPLEMENTATION and ends thirty-six (36) months from the date of completion of
TASK 1 -IMPLEMENTATION. Thereafter , this Transaction Document shall
automatically renew for additional twelve (12) month periods unless either party
notifies the other with 60 days notice that it wishes to terminate the
Notwithstanding the above, either party may terminate this Transaction Document
at the end of any given month upon sixty (60) days advance written notice.
In the event of any termination, there will be no reduction of any One-Time
Charges which are payable when due.
1.9 EMERGENCY AND TECHNICAL CONTACTS
51ST STATE TECHNICAL CONTACTS:
1.10 ADMINISTRATIVE INFORMATION
Notices will be provided in writing and delivered to you at:
National EDGAR Services Inc.
938 Howe Street, Suite 402
Vancouver, BC V6Z1N9
Attention: Scott Kerr
(604) 647-1180 Tel.
(604) 725-4448 Fax
and to 51st State at:
51st State Systems Inc.
938 Howe Street, Suite 402
Vancouver, BC V6Z1N9
Attention: Matthew Sebal
(604) 647-1180 Tel.
(604) 725-4448 Fax.
*** END ***
ATTACHMENT 1 - WEB HOSTING ENVIRONMENT
51st State will supply and manage the operations of the Web Hosting Environment.
The table below outlines a typical configuration:
ENVIRONMENT NAME SPECIFICATIONS
CPU Type Pentium III 500Mhz
Memory 256 MB
Firewall Services Basic
Operating System Windows 000
Web Server Software Microsoft IIS 5.0
Disk Storage for Customer Data Up to 100 MB
Data Transfer 2 GB per month