EXHIBIT 10.13
Management Services and Support Agreement
THIS MANAGEMENT SERVICES AND SUPPORT AGREEMENT, made as of the 1st day of
February 1999, by and between Tel n. Form, Inc. ("Tel.n.Form"), a provider of
on-line information services, and a California corporation and having its
principal business office at 0000 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxxx, XX
00000; and XXXXX.XXX, Inc. ("IXATA"), a California corporation and provider of
Internet-based information services having its principal place of business at
0000 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxxx, XX 00000.
WITNESSETH:
WHEREAS, IXATA and Tel.n.Form have recently agreed to a transaction whereby
IXATA has acquired selected existing communications service assets from
Tel.n.Form, and
WHEREAS, IXATA and Tel.n.Form will continue to provide and operate selected
information services using shared communications systems and information
processing platforms, and
WHEREAS, IXATA and Tel.n.Form foresee areas of mutual opportunity to reduce
operating costs and achieve operational efficiencies with selected support
services provided by Tel.n.Form to support IXATA operations, and
NOW, THEREFORE, the parties hereto agree as follows:
1. SCOPE OF AGREEMENT
A. The enclosed agreement outlines the scope of management and operational
support services provided by Tel.n.Form to support IXATA operations through
December 31, 1999.
2. SUPPORT SERVICES PROVIDED BY TEL.N.FORM TO IXATA
A. Tel.n.Form will provide the following services:
- Route incoming dial-up traffic to IXATA processing systems using
Tel.n.Form's existing voice switching system and 1-800 facilities
- Provide hosting and processing services for RFP Express and related
IXATA offerings using Tel.n.Form's existing servers and processing
systems
- Provide computer, telephone and related support facilities to meet
IXATA's needs
- Provide senior management and technical support staff services as
needed until such time as new staff are hired within XXXXX.XXX.
B. To the extent possible, Tel.n.Form will work with designated IXATA staff to
ensure all of the above activities and associated knowledge base are
transferred, during a reasonable transitional period, directly to
appropriate IXATA staff.
C. To the extent needed, Tel.n.Form will also provide specialized software
development systems support to assist in the design, development and
management of large scale systems for specialized applications. Terms and
conditions for provisioning such large-scale systems will be covered by a
separate agreement on a project-by-project basis.
3. COSTS FOR SERVICES PROVIDED
A. For the services provided to IXATA by Tel.n.Form as outlined in item 2
above,costs are as follows:
Monthly Fixed Cost: The monthly allocated costs will be in
accordance with Schedule 1 (attached)
Monthly Variable Cost: Allocated costs for use of 1-800 lines may
vary throughout the period based on usage
Period: Through December 31, 1999 renewable under
similar terms and condition
B. Monthly cost allocations shown in Schedule 1 may be revised as needed upon
notice in writing to IXATA at least ten days prior to the start of the
month when costs are to be modified. All increases and changes will be
subject to mutual agreement of all parties.
C. For other ongoing operations costs incurred, IXATA and Tel.n.Form will
develop a mutually agreeable cost sharing arrangements as needed.
4. TERMINATION AND RENEWAL:
A. Either party my cancel this agreement upon 90 days notification to the other
party in writing.
B. The agreement will be extended automatically for periods of six months
under the same terms and conditions subject to agreement of both parties.
Agreed:
XXXXX.XXX, Inc.
/s/ XXXX XXXXXXXX
-----------------
By:
CEO
------------------
Title:
FEBRUARY 1, 1999
----------------
Date:
Tel.n.Form, Inc.
/s/ P. XXXXXXXXXXX XXXXXXXX
---------------------------
By:
CEO
---------------------------
Title:
FEBRUARY 1, 1999
---------------------------
Date:
ATTACHMENT
REVISED: FEBRUARY 1, 1999
SCHEDULE 1-ALLOCATION OF TEL.N.FORM COSTS TO SUPPORT XXXXX.XXX, INC.
OPERATIONS
1. Staffing Support Services Provided Cost To Tel.n.Form Allocation to IXATA
Xxxx Xxxxxxxx $8,000 $4,000
Xxxx Xxxxxxx $3,300 $1,200
Xxxxxxxxxxx Xxxxxxxx $10,000
Other Staff -0-
SUB-TOTAL: STAFFING SUPPORT $15,200
2. Other Services Services Provided Cost To Tel.n.Form Allocation to IXATA
Rent $6,900 $2,300
800 Telephone $23,000 $4,500
Computer Lease $750
Desk, chairs, copy machine, phones $290
Office and kitchen supplies $300
SUB-TOTAL OTHER SERVICES $8,140
TOTAL MONTHLY COST ALLOCATION $23,340
