EXHIBIT 10.2
Specific Co-Operation and Development Agreement No. 4*
* Certain portions of this Exhibit have been omitted and filed separately
under an application for confidential treatment.
SCDA No. 4 September 27, 2001
SPECIFIC CO-OPERATION AND
DEVELOPMENT AGREEMENT
NO. 4
[***]
Under General Co-operation and Development Agreement
Provided by XX.XXX Canada
1 GENERAL
1.1 Parties. This SPECIFIC DEVELOPMENT AND CONSULTING AGREEMENT NO.4 (this
"Agreement") is made and entered into this 27th day of September 2001, by
and between Microcell Labs Inc. ("MICROCELL"), a Canadian corporation with
offices at 0000, Xxxx-Xxxxxxxx Xxxx. Xxxx, Xxxxx 000, Xxxxxxxx, Xxxxxx,
Xxxxxx, and XX.XXX Canada Company ("OZ"), a Nova Scotia Company, with an
office at 0000, xx Xx Xxxxxxxxxxx Xxxxxx West, Room 000, Xxxxxxxx, Xxxxxx,
Xxxxxx, and is made under the general terms of a General Co-Operation and
Development Agreement ("GCDA") entered into OZ and MICROCELL on November
8, 2000.
1.2 Relation To The GCDA. The terms of the GCDA shall apply to this Agreement
except where they are inconsistent with the terms of this Agreement, and
the defined terms used the GCDA shall have the same meaning in this
Agreement, unless the context would obviously require otherwise.
1.3 Subject And Purpose Of This Agreement. This Agreement sets forth the terms
by which OZ provides implementation and training services to MICROCELL for
[ *** ], as described in Section 3 of this Agreement and Exhibit A to SCDA
No.4 hereto.
1.4 Additional Agreement. Hosting, support and maintenance services are not
included hereunder and may be provided by OZ under additional specific
agreement(s) to MICROCELL. Any such services would be
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SCDA No. 4 September 27, 2001
made available by OZ at reasonable and competitive rates, which would be
mutually agreed to.
2 NAMES OF COORDINATORS OF EACH PARTY
2.1 The coordinating party for OZ will be:
Name: Xxxxxx Xxxxxxxx
Address: Windsor Station, Room 150
0000, xx Xx Xxxxxxxxxxx Xxxxxx Xxxx
Xxxxxxxx (Xxxxxx) X0X 0X0
XXXXXX
Telephone: x0 000-000-0000
Email: xxxxxx.xxxxxxxx@xx.xxx
2.2 The coordinating party for MICROCELL will be:
Name: Xxxx-Xxxx Xxxxxxx
Address: 0000, Xxxx-Xxxxxxxx Xxxx. Xxxx, Xxxxx 000
Xxxxxxxx (Xxxxxx) X0X 0X0
XXXXXX
Telephone: x0 000-000-0000
Email: xxxxxxxxx@xxxxxxxxx.xx
3 SUMMARY OF WORK PRODUCT TO BE DELIVERED
3.1 OZ agrees to provide, and MICROCELL agrees to accept, the implementation
and training services ("Work Product") described in Exhibit A hereto.
3.2 Parties agree that Work Product deliveries will be made as detailed in
Exhibit A and Exhibit B hereto.
3.3 All work shall be performed in a workmanlike and professional manner. OZ
and MICROCELL shall develop appropriate administrative procedures for
coordinating with each other.
3.4 OZ agrees to maintain agreements or commitments from key personnel
assigned to work on projects for MICROCELL, so such personnel remain
available for completion as reasonably appropriate in the interest of
efficiency and continuity of resources.
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SCDA No. 4 September 27, 2001
4 COMPENSATION AND PAYMENT
4.1 Method of compensation. As per Section 7.1 of the GCDA, charges by OZ for
Work Products rendered under this Agreement are based on hourly and/or
daily fees. In consideration of the Work Products to be performed by OZ
under this Agreement, OZ shall be entitled to compensation as set forth in
Exhibit B.
4.2 Supporting documentation. OZ agrees to provide MICROCELL with access to
such receipts, ledgers, and other records as may be reasonably appropriate
for MICROCELL or its accountants to verify the amounts and nature of any
such expenses.
4.3 No revenue sharing. Parties agree that revenue sharing as provided by
Section 7.3 of the GCDA shall NOT apply to Work Products made pursuant to
this Agreement.
5 DELIVERY AND ACCEPTANCE
5.1 The acceptance procedure set forth in Section 4.2 of the GCDA applies to
this Agreement.
6 LOCATION OF WORK FACILITIES
6.1 Substantially, all of the work will be conducted by OZ personnel at the OZ
facility using OZ tools and computing environment. If deemed appropriate
for specific activities, OZ personnel could be working on a temporary
basis at one of the MICROCELL locations in downtown Montreal.
7 TERM AND TERMINATION
7.1 Term of Agreement. The term of this Agreement shall commence on the date
set forth above and shall continue until all Work Product has been
delivered.
7.2 Term of License. This Agreement does not set forth the term of the
license. The term of the license to use [ *** ] is the object of SCDA No.1
and the term of the license to use [ *** ] is the object of SCDA No.3.
7.3 Termination of Agreement. Either party upon written notice may terminate
this Agreement, if the other party performs a material breach of any
obligation provided hereunder and the breaching party fails to cure
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SCDA No. 4 September 27, 2001
such breach within sixty (60) days from the date of receipt of notice
of such failure.
MICROCELL LABS INC. XX.XXX CANADA COMPANY
By: /s/ Xxxx-Xxxx Xxxxxxx By: /s/ Xxxxxx Xxxxxxxx
-------------------------------- ----------------------------
Title: VP Title: VP and GM
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Exhibit A to SCDA No. 4 September 27, 2001
EXHIBIT A
TO SPECIFIC CO-OPERATION AND
DEVELOPMENT AGREEMENT
NO. 4
Description of Work Product
Under General Co-operation and Development Agreement
Provided by XX.XXX Canada
1 GENERAL
1.1 Scope. This Exhibit A to SCDA No.4 provides a description of the work
product and is strictly related to the implementation of [ *** ], and
the related training services to [ *** ].
1.2 [ *** ].
1.2.1 A detailed product description of [ *** ] is provided with SCDA No.1.
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Exhibit A to SCDA No. 4 September 27, 2001
1.3 [ *** ].
1.3.1 A detailed product description of the [ *** ] is provided with SCDA
No.3.
2 DESCRIPTION OF WORK PRODUCTS
[ *** ]
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Exhibit A to SCDA No. 4 September 27, 2001
[ *** ]
3 REQUIREMENTS ON MICROCELL
3.1 IMPLEMENTATION
[ *** ]
3.2 TRAINING
[ *** ]
3.3 OTHER
3.3.1 Introduction of [ *** ] to Microcell employees.
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Exhibit A to SCDA No. 4 September 27, 2001
4 DEPLOYMENT SCHEDULE
[ *** ]
MICROCELL LABS INC. XX.XXX CANADA COMPANY
By: /s/ Xxxx-Xxxx Xxxxxxx By: /s/ Xxxxxx Xxxxxxxx
---------------------------- ---------------------------
Title: VP Title: VP and GM
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Exhibit B to SCDA No. 4 September 27, 2001
EXHIBIT B
TO SPECIFIC CO-OPERATION AND
DEVELOPMENT AGREEMENT
NO. 4
Performance Milestones and Price Schedule
Under General Co-operation and Development Agreement
Provided by XX.XXX Canada
1 GENERAL
1.1 Scope. This Exhibit B to SCDA No. 4 describes performances milestones
and prices related the implementation of [ *** ] for internal use by
Microcell's employees and related training services to Microcell.
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Exhibit B to SCDA No. 4 September 27, 2001
2 PERFORMANCE MILESTONES AND PRICE SCHEDULE
Mores specifically, XX.XXX commits to the performances and services in
consideration for a price as set forth below:
Performance Milestone Completed Price
Implementation Services --
Xxxxx 0
[ *** ] Feb. 19, 2001
[ *** ] Mar. 28, 2001
[ *** ] Mar. 28, 2001
[ *** ] Mar. 28, 2001
CDN$ 116,754
(US$ 76,310)
Implementation Services --
Xxxxx 0
[ *** ] May 2, 2001
[ *** ] May 2, 2001
CDN$ 86,751
(US$ 56,700)
-----------------
(1) 1.00 US dollar equals 1.53 Canadian dollar.
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Exhibit B to SCDA No. 4 September 27, 2001
Performance Milestone Completed Price
Training Services --
Xxxxx 0
[ *** ]
[ *** ]
Mar. 23, 2001 CDN$ 7,681
(US$ 5,020)
Training Services --
Xxxxx 0
[ *** ]
[ *** ]
[ *** ]
May 2, 2001 CDN$ 14,229
(US$ 9,300)
SCDA No. 4 GRAND TOTAL Due upon date CDN$ 225,415
of execution (us$ 147,330)
MICROCELL LABS INC. XX.XXX CANADA COMPANY
By: /s/ Xxxx-Xxxx Xxxxxxx By: /s/ Xxxxxx Xxxxxxxx
---------------------------- ---------------------------
Title: VP Title: VP and GM
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