ASSIGNMENT AND AMENDING AGREEMENT
THIS AGREEMENT made this 12th day of January, 1999.
BETWEEN:
REVERE COMMUNICATIONS INC.
(the "Assignor")
- and -
ABDE HOLDINGS LTD.
(the "Assignee")
- and -
TELUS COMMUNICATIONS INC.
("TELUS")
WHEREAS the Assignor and TELUS are parties to an IVR Platform Service Agreement
made the 16th day of June, 1998 (the "Agreement");
AND WHEREAS the Assignor wishes to assign its interest in the Agreement to the
Assignee and the Assignee is willing to accept an assignment of the Agreement
upon the terms and conditions set forth herein;
AND WHEREAS the Assignee and TELUS wish to amend certain terms and conditions of
the Agreement;
NOW THIS AGREEMENT WITNESSES that in consideration of the covenants contained
herein and the sum of TEN ($10.00) DOLLARS paid by the Assignor to the Assignee
(the receipt and sufficiency of which is hereby acknowledged), the parties agree
as follows:
1. The Assignor does hereby assign to the Assignee all its right, title
and interest in and to the Agreement, and all benefits to be derived
therefrom subject to the performance of the covenants, provisions and
conditions on the part of the Assignor therein contained.
2. The Assignee hereby agrees to perform the obligations of the Assignor
in accordance with the terms of the Agreement and be bound to TELUS
respecting the terms and conditions stated within the Agreement.
3. TELUS hereby consents to the assignment of the Agreement on the
terms and conditions stated herein.
4. The Assignor represents and warrants to the Assignee that:
(a) the Assignor is entitled to assign the Agreement and has obtained all
necessary consents to such assignment;
(b) the Assignee may enjoy the rights and benefits derived under the Agreement
without interruption by the Assignor or any party claming through the
Assignor;
(c) there are no contra accounts, set-offs or counterclaims whatsoever against
the Assignor with respect to the Assignment;
(d) the Assignor is not in receipt of any deposits or prepayments of any sums
payable under the Agreement;
(e) the Assignor has not previously assigned, postponed or encumbered in any
manner the Assignment or any portion thereof.
5. Section 7.0 of Schedule "A" to the Agreement shall be amended to state the
following:
"7.0 All Data will be backed up daily by ABDE to a TELUS facility in a
format acceptable to TELUS. The data to be backed up shall include,
but is not limited to: all system configuration files including IVR
scripts; TLM files; program groups, call rating and routing
information,; fraud control settings; and all databse fields for each
customer PIN. ABDE will provide TELUS with electronic access to the
IVR platform for the purpose of system monitoring, and access to
configuration and customer data. On site data is to be backed up in
such a way that any system failure will result in a loss of at most
twelve (12) hours of data."
6. The following clause shall be added to the Agreement as Section 16.0 to
Schedule "A" to the Agreement:
"16.0 Electronic soft copy versions of all finalized scripts and IVR
prompts for TELUS prepaid long distance programs will be provided to
TELUS in a format acceptable to TELUS."
7. Section 3.2 of the Agreement shall be amended to state the following:
"3.2 Either party may terminate this Agreement without cause at any time
upon 60 days written notice. Notwithstanding the foregoing, TELUS
agrees not to terminate this Agreement without cause prior to March
31, 1999."
8. The Agreement and all covenants, provisos, powers and matters and
things whatsoever therein contained shall continue to be in full force
and effect except only as amended herein.
9. This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns.
10. This Agreement shall be governed by the laws of the Province of
Alberta.
IN WITNESS WHEREOF the parties have hereunto affixed their hands and seals as of
the day and year first above written.
REVERE COMMUNICATIONS INC.
Per: _____________________________
Per: _____________________________
ABDE HOLDINGS LTD.
Per: /s/ XXXX XXXXXXXXXXXXX
Per: _____________________________
TELUS COMMUNICATIONS INC.
Per: _____________________________
