EXHIBIT 10.12
IPVoice Communications, Inc.
TruePartner Master Distributor Agreement
This Marketing Agreement (Agreement) is entered into this 21st day of May, 1999,
between IPVoice Communications, Inc., a Nevada Corporation, known as ("IPVC")
and Firstnet Telephony Ltd., of 00-00 Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxx, XX0 0XX,
Xxxxxx Xxxxxxx, the
TruePartner Master Distributor, known as (TPMD).
1. Exclusive Territory
IPVC grants to TPMD the exclusive right to market, advertise and sell IPVC
network and equipment (TrueConnect Gateways) or TrueWeb access (Services) as
defined in Appendix A and A-2 for wholesale TrueConnect Gateway pricing. TPMD
shall also have first right of refusal for all (/s/ RO, /s/ BW) other area in
the UK over and above London ^ (Greater London & and Manchester /s/ RO, /s/ BW)
with the exclusive right to market, advertise and sell Services to be offered
through IPVC in the future, the compensation for such activities to be set by
agreement of the parties when such services are made available. It is
acknowledged that although TPMD is granted a right to market Services within the
Territory as Master Distributor of IPVC, TPMD may also market the Service in the
Territory using other agents. The identical terms and conditions of this
agreement will apply to agents or partners of TPMD.
2. Equipment Testing Period (Beta) Terms and Conditions
Gateways
A period of thirty (30) days from time of installation is set aside for the
customer to test TrueConnect Gateway features and functions that were sold at
the time of Beta installation. During this period of time customer and TPMD
agree to work and consult with IPVC staff on any questions, concerns or issues
that might arise to ensure that the TrueConnect Gateways meet or exceed
Customer's reasonable performance requirements. Should the TrueConnect Gateways
not meet TPMD's requirements and should IPVC be unable to correct the problem,
the customer shall be allowed to return the Gateway (at the expense of TPMD) to
IPVC and IPVC will refund customer's Posted Letter of Credit less a 10%
restocking fee. Furthermore should the TrueConnect Gateway fail to be reasonably
acceptable under the Beta test requirements (setforth in that document) the
customer agreement shall be null and void.
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Should TrueConnect Gateways perform and pass Beta Test requirements, IPVC shall
have the right to draw against the entire Letter of Credit and apply it as
payment in full for the tested Gateway(s) on the Customer's site. Customer
further agrees that all TrueConnect Gateways must be paid for in full prior to
shipping and installation.
Voice Quality
IPVC does not guarantee voice quality to the customer because it is not a
function of the Gateway itself but the capabilities of the chosen Internet
Provider in that area. Should customer not have access to IPVC recommended Site
and Internet requirements, IPVC agrees to work with customer on alternative
routes, providers and carriers.
A. TPMD's Obligations
TPMD shall work diligently with IPVC staff during the installation and
testing period to ensure that the Services are sold within the Territory as
described. TPMD has the authority to hire Technicians or employees to
comply with its obligations. TPMD shall have approved technical,
installation and user manuals and Beta Testing reports and is responsible
for having materials translated into the major languages spoken within the
Territory. TPMD's agents or partners will comply with the terms and
limitations of this Agreement. IPVC shall have the right to require TPMD's
agents and partners to sign an Addendum to this Agreement to that effect.
TPMD shall diligently promote the Services within the Territory. TPMD has
the authority to hire agents or employees on its own behalf and not on
behalf of IPVC to comply with TPMD's obligations under this Agreement. TPMD
shall have approved promotional materials translated into the major
languages spoken within the Territory. TPMD's agents or partners will
comply with the terms and limitations of this Agreement.
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B. IPVC's Obligations
An IPVC technical representative will travel to TPMD's location to install
a Gateway and to train TPMD's staff on the use of TrueConnect. IPVC will
supply TPMD and customer with what reporting will be required during the
testing period. IPVC will pay the cost of travel and lodging for the IPVC
technical personnel for a maximum of two- (2) travel days and a five- (5)
business day stay. Should the customer desire that the IPVC technical
person stay longer, the additional expenses will be billed to the customer
unless otherwise approved by IPVC in advance.
IPVC will make best effort to provide continuous and uninterrupted access
to MultiCom so that TPMD can fulfill its obligations to its customers. TPMD
understands and agrees that continuous an uninterrupted access is not
always controlled by IPVC and because of this IPVC can not guarantee that
the TPMD service (s) will be continuous and uninterrupted.
3. Compensation
In consideration for marketing, advertising and selling the Services as set
forth above, TPMD shall be entitled to purchase Services at a wholesale rate as
set forth in Appendix B.
4. Billing and Collecting
A. Collecting will be prepaid based on estimated usage. Licensing fees will be
with terms of Net 30 days. IPVC must accept TPMD's prior credit approval before
credit approval is extended to the customer. TPMD shall be required to post a
Letter of Credit with IPVC on behalf of the customer, or the customer shall post
a Letter of Credit directly with IPVC for the full purchase price including
shipping and handling of the TrueConnect Gateway prior to shipping and
installation.
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A. IPVC will, at the end of a thirty-day period, provide TPMD with a detailed
invoice. IPVC will also forward to TPMD a complete listing of all revenues
credited to TPMD with the associated calculation of TPMD's commission. In no
event will the commission be held by IPVC for longer than thirty (30) days after
either the twoweek or month-ending account receivable cycle.
A. Lock Box may be used in place of LOC or pre-paid.
5. Letter of Credit
TPMD agrees to provide an Irrevocable Letter of Credit (LOC) from a mutually
acceptable financial institution for one and one-half times the estimated
monthly billing for those customers that IPVC will not extend credit to. The LOC
shall be adjusted periodically using IPVC procedures to account for variations
in the value of xxxxxxxx. In no case shall the LOC be less than one and one-half
times the estimated monthly billing. The LOC shall state that if payment is not
received by IPVC within 30 calendar days after billing. IPVC shall have the
ability to draw against the LOC for the outstanding amount due IPVC.
6. Third Party Infringements
TPMD shall have the sole right, in its discretion, to initiate, prosecute or
settle legal actions against any person infringing on any intellectual property
rights to the Services within the Territory (except any settlement that would
have the effect of denying to IPVC the benefits of this Agreement). Each party
shall promptly notify the other of any actual or potential infringement, which
becomes known to it. Should TPMD fail to take appropriate and diligent action
with respect to any such infringement by a third person, in the sole and
absolute discretion of IPVC, IPVC shall have the right to take such action, at
its own expense and in its own name, and including the right to enforce and
collect any judgment thereon. Each party shall cooperate (including appearance
for testimony at trials and depositions) with the other party as such party may
reasonably request with regard to any legal action brought by a party pursuant
to this Section. The party requesting such
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cooperation shall pay all out-of-pocket costs of the party providing such
cooperation.
7. Confidentiality
Neither party shall disclose any trade secrets (if it has been designated as
such in writing at the time of its original disclosure by one party to the
other) to persons other than those bound by the terms of this Agreement or
persons who have executed Confidentiality Agreements which require such persons
to maintain the confidentiality of such trade secrets to substantially the same
extent as required by this Section. Nothing in the foregoing sentence shall
prohibit disclosure of any information which is publicly known at or after the
time of disclosure, which is already known to the recipient, or which is
required to be disclosed by law.
8. Agreement Not to Compete
A. TPMD agrees that during the period commencing on the date of this Agreement
and continuing until the date two (2) years after this Agreement is terminated,
it will not directly or indirectly, either as an employee, employer, consultant,
agent, principal, partner, stockholder, corporate officer, director, investor,
or financier or in any other individual or representative capacity, or
otherwise, engage or participate in any business which directly or indirectly
competes with the business of IPVC or any TPMD supplying services to IPVC within
any country being serviced by IPVC or any TPMD supplying the service to IPVC at
the time this Agreement is terminated. TPMD covenants that during the term
referenced above, it will not, either for itself or for any other person or
entity, except as may be required by the terms of this Agreement either directly
or indirectly: (1) call on, solicit, take away or hire any customers, employees,
principals, lessors, distributors or suppliers or other personnel or independent
contractors, of IPVC or any TPMD supplying the Services to IPVC, (2) acquire or
attempt to acquire rights for providing any product or services in competition
with IPVC or any TPMD supplying the Services to IPVC, or (3) engage in any act
which would interfere with or harm any business relationship with any customer,
lessor, employee, principal or supplier of IPVC or any TPMD supplying the
Services to IPVC.
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TruePartner Master Distributor Agreement
B. IPVC and TPMD agree that a breach of the covenants described in this
Section will result in substantial damages to IPVC, which would be
difficult, if not impossible to ascertain. TPMD agrees that in the event of
such a breach or threatened breach, IPVC shall have the right to a
Restraining Order and an Injunction, without bond or other security (all of
which is waived) both temporary and permanent, enjoining and restraining
any such breach or threatened breach. Such injunctive relief shall be in
addition to any other remedy available to IPVC at law or in equity. Nothing
in this Agreement shall be construed to prohibit or prevent IPVC from
initiating an action or otherwise recovering any damages that may be
sustained as a result of the breach or threatened breach by TPMD. TPMD also
agrees that IPVC may pursue any remedy available to it, and the pursuit of
any one such remedy at any time will not be deemed an election of remedies
or waiver of right to pursue any other remedy.
C. Should TPMD breach or violate any term of this Agreement at any time
when monies are due and owing to it from IPVC, then all unpaid monies due
TPMD shall be subject to offset by the amount of any damages incurred by
IPVC, the amount of any attorney fees and other related expenses incurred
by IPVC in enforcing this Agreement, and by the amount of any other claims
IPVC may have against TPMD.
9. No Relationship
The parties to this Agreement are independent contractors only and nothing in
this Agreement shall be construed as establishing any agency, joint venture,
partnership, fiduciary or other relationship between the parties. ()
10. Warranty
Each party represents and warrants to the other that it has the power and
authority to execute and deliver, and to perform its obligations under this
Agreement, and that neither the execution or delivery of this Agreement nor the
performance of its obligations hereunder will constitute a breach of the terms
or provisions of any contract or violate any law or the rights of any third
party.
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11. Term and Termination
The term of this Agreement will commence as of the date first above written and
shall continue until the second anniversary of the date of its execution. This
agreement will automatically renew for a period of one year after the
anniversary date unless terminated by either party in writing 30 day prior to
the anniversary date. If either TPMD or IPVC commits a material breach of any
material provision of this Agreement, and such breach is not cured within ninety
(90) days after the date which notice of breach is provided to the breaching
party in writing, the non-breaching party shall have the right to terminate this
Agreement upon further thirty (30) day written notice.
12. Governing Law
This Agreement shall be governed and construed in accordance with the laws of
Florida, USA (excluding any conflicts with laws or rules) and each party submits
to the jurisdiction of any state, county or federal court in the state of
Florida, USA.
13. Entire Agreement
This Agreement sets forth the entire Agreement and supercedes any other
understanding between the parties as to its subject matter and supersedes all
other documents, verbal commitments or understandings made before conclusion of
this Agreement, and none of the terms of this Agreement may be amended or
modified except in writing signed by both parties.
14. Assignment
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IPVoice Communications, Inc.
TruePartner Master Distributor Agreement
This Agreement may not be assigned by either party without the prior written
consent of the other party except that any party may assign this Agreement to
any successor corporation (including the surviving corporation in any
consolidation or merger) or assignee of all or substantially all of its
business. In the event of such an assignment, the assigning party shall remain
jointly and severally liable with the assignee for the full and timely
performance by such assignee of the assigning party's obligations hereunder.
15. Notices
Any notice, consent or approval required or permitted under this Agreement shall
be in writing and shall be delivered to the following addresses (i) personally
by hand (ii) by certified mail, postage prepaid with return receipt requested,
or (iii) by fax confirmed by such certified mail:
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IPVoice Communications, Inc.
TruePartner Master Distributor Agreement
If to TPMD:
Firstnet Telephony Ltd.
00-00 Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxx XX0 0XX
E-mail address Xxxxxxx@xxx.xxx
Phone number: 000-00-0000-000000
Fax number: 000-00-0000-000000
If to: IPVoice Communications, Inc.
0000 Xxxxx Xxxxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
E-mail Address: xxxx@xxxxxxx.xxx
Phone Number: 303.738 1266
Fax Number: 303.738 1295
All notices shall be deemed effective upon the date delivered by hand or sent by
fax, or if mailed, as of the date which is five (5) days after the date of
mailing. Either party may change its address for notice purposes by notifying
the other party of such changes of address in accordance with the foregoing.
16. Waivers
No waiver of any term or condition of this Agreement shall be valid except when
made by an instrument in writing expressly waiving such term or condition signed
by the waiving party. A waiver by any party of any term or condition of this
Agreement in one instance shall not be deemed a waiver of such term or condition
for any similar instance in the future or of any subsequent breach. All rights,
remedies obligations and agreements contained in this Agreement shall be
cumulative and not in limitation of any other remedy, right, obligation or
agreement of any other party.
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17. Severability
If any part of this Agreement is contrary to, prohibited by or deemed invalid
under the laws of any jurisdiction, such provision shall, as to such
jurisdiction be inapplicable and deemed omitted to the extent so contrary,
prohibited or invalid, without invalidation or affecting the validity or
enforceability of such provision in any other jurisdiction.
18. Specific Performance
The parties acknowledge that there may be no adequate remedy at law for any
violation of sections of this Agreement, and that in addition to any other
remedies which might be available, such Sections shall be specifically
enforceable in accordance with their terms.
19. Headings
Headings contained in this Agreement are for convenience of reference only and
shall not affect the meaning or construction under the provision of this
Agreement.
20. Voluntary Agreement
Each party warrants that before signing this Agreement such party has been fully
advised of its contents and meaning, has had legal counsel explain the meaning
and legal significance of each and every provision therein, and executes this
Agreement freely and voluntarily with full knowledge and understanding of its
contents.
21. Cumulative Remedies
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TruePartner Master Distributor Agreement
No remedies or election hereunder shall be deemed exclusive, but shall, whenever
possible, be cumulative with all other remedies at law or in equity.
22. Attorney Fees
In the event any action, proceeding or litigation, judicial or non-judicial,
arises out of the subject matter of this Agreement the prevailing party shall be
entitled to payment of all costs, expenses and attorney fees incurred.
23. Successor/Assigns
This Agreement shall inure to the benefit of and be binding upon the parties
hereto and their respective heirs, successors, personal representative and
assigns. The parties each agree to take such further action and deliver such
ancillary document as may be reasonable or necessary in order to carry out the
terms and provision of this Agreement.
24. Authority
Each individual executing this Agreement in a representative capacity warrants
to the other party that such person has sufficient authority to bind the party
on behalf of whom they are executing this document.
25. Duplicate Originals
Any fully executed copy of this Agreement shall be deemed for all purposes as a
duplicate original. All originals and duplicate must be signed before a notary
or will be considered invalid.
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26. Intellectual Property and or Proprietary Rights
The Software. TPMD acknowledges that the Software is protected by trade xxxx and
trade secret interests of IPVC and that TPMD has no rights to transfer or
reproduce the TrueConnect Software, MultiCom Software or TrueConnect Gateway or
prepare any derivative works with respect to or disclose confidential
information pertaining to, the software or any part thereof. Under no
circumstances shall TPMD be deemed to receive title to any portion of the
Software, title to which at all times shall vest exclusively to IPVC. IPVC
represents to TPMD that it owns and has the right and authority to grant TPMD
the license granted herein to the Software without infringing the propriety
rights of other. IPVC hereby agrees to indemnify TPMD against any claim of
infringement relating to TrueConnect and MultiCom, provided that TPMD gives IPVC
prompt notice of any such claim and agrees to immediately terminate any use
alleged to be the basis of infringement.
EXECUTED by the parties effective as of the date first written above.
IPVoice Communications, Inc.
By: /s/ Xxxxxxx X. Will
---------------------------------
Name: Xxxxxxx X. Will
Title: President and COO
State of Coloado )
County of Jefferson ) Ss.
Country of USA )
Subscribed and sworn to under oath before me on this 21st day of May, 1999.
Xxxxxxx X. Vader
Notary Public
0000 Xxxx #000, Xxxxxx XX 00000
My Commission Expires August 12, 1999
Firstnet Telephony Ltd.
By: /s/ Xxxxxx Xxxxxx
-------------------------
Name:
Title: Managing Director
of England )
County of Xxxxx ) ss.
Country of United Kingdom )
Subscribed and sworn to under oath before me on this 24th day of May, 1999.
/s/ (illegible)
Notary Public
000-000 Xxxxxx Xxxx Xxxxxxx Xxxxxx XX0 2TA_
My Commission is for life
[Notary Seal]
IPVoice Communications, Inc.
TruePartner Master Distributor Agreement
Appendix A
Exclusive of Territory
____ IPVoice Communications Inc. and TPMD have agreed that IPVC grants
exclusivity to TPMD in the following Territory. TPMD shall purchase the
exclusive to market IPVC services in the chosen country. All originating
traffic, regardless of who is responsible for the sale, will roll to TPMD
revenue stream with exclusivity for the territory. The fee set forth will
entitle TPMD to:
-Exclusivity.
-A Dedicated Sales and Service Contact.
-On-site training for sales and service.
-Training Manuals changes and updates, as they become available.
-Updates on IPVC competitive advantage.
-Market Overview and updates.
-Detailed information on IPVC products and services.
-Wholesale Pricing or Commission payments
-Monthly Fees for use of IPVoice Software.
-Billing and Collection guidelines.
-Newsletter and future product development charts.
-Technical Assistance.
-Future product development changes.
-Regular Agent and TruePartners meetings.
-First right of refusal in other areas of the UK
IPVoice Communications, Inc.
TruePartner Master Distributor Agreement
Appendix A, (Continued)
The purchase of the exclusive territory will vary by country and market and has
been determined as follows:
1.) Exclusive Territory is granted to TPMD and is as follows:
Territory Signing Fee
a) London $10,000.00
b) Manchester $ 5,000.00
---------- -----------
This is for the right to market and advertise the services and to establish an
office. As used in this Agreement, "Service" shall mean domestic, intra-country
and international calling services offered through the date of this Agreement,
specifically origination and termination in designated calling patterns,
international and calling card. Agent shall also have the exclusive right to
market, advertise, and sell the services to be offered through IPVC in the
future, the compensation for such activities to be set by agreement of the
parties as set forth in
IPVC will wave Signing Fee for TPMD if Contract is signed by both parties period
to the May 31, 1999.
Appendix B.
It is acknowledged that although TPMD is given (a) the right to market a
geographic territory, and (b) Product and Services; as an Agent on behalf
of IPVC, IPVC also grants authority to TPMD to market said Territory by
using TPMD's own agents or direct sales staff.
TPMD Obligations under Exclusive Territory
TPMD shall diligently promote the Service within the Territory. TPMD has
the authority to hire agents or employees to comply with the obligations of
this Agreement at the sole expense of TPMD. TPMD shall have IPVC
pre-approved promotional materials that must be translated into the major
languages spoken within the Territory at the sole cost of TPMD. TPMD's
agents or partners will comply with the terms and limitations of this
agreement and will sign documentation to that effect. TPMD is responsible
for setting up an office, where customer calls can be answered, "IPVoice
Communications (country name)," and that sales and service can be handled
in a professional manner.
TPMD understands and agrees that IPVC has the right, in its sole and
absolute discretion, should the following quota not be met to terminate
and/or change TPMD Country Exclusivity.
Quota: A minimum of 1,000,000 ^ US dollars /s/ BW)per month as well as the
purchase of no less the 10 TrueConnect Gateways per the above Exclusive
Territories after a Twelve month ramp.
TPMD understands and agrees that Purchase price is due and payable at conclusion
of the Beta Test period.
IPVoice Communications, Inc.
TruePartner Master Distributor Agreement
Appendix B
TPMD Wholesale Pricing
This Appendix B, dated May 21, 1999, by and between IPVoice Communications, Inc.
("IPVC"), a Nevada Corporation, and Firstnet Telephony Ltd., TruePartner Master
Distributor (TPMD), is attached to and made a part of the Agreement between IPVC
and TPMD dated May 21, 1999 (the "Agreement").
As set forth in this Schedule hereto, payment for Services shall be determined
by the destination and duration of the calls, and at the per minute rates listed
in the following Schedules. IPVC in its sole discretion and upon five (5) days
advance written notice, may change such rates as it deems necessary; unless such
changes are required by law, order, rule or regulation, whereupon IPVC will
promptly notify TPMD of such changes and notice shall not act as a condition
precedent thereto. TPMD agrees to prepay for all services and understands that
no equipment will be shipped prior to payment. An estimated monthly amount will
be posted each month for usage and finally determined at the end of each billing
cycle.
Equipment Descriptions listed in Appendices D and E
A. TrueConnect Gateway Wholesale Pricing for Domestic and International
Product Sold Two or More One Gateway
TrueConnect Gateway
Domestic (T/1) $59,894.82
International (E/1) $55, 000.00 $60,000.00
Added Gateways (Pricing does not include install or travel)
Domestic $44,894.82
International $48,000.00
T-1 Cards $ 6,500.00
E-1 Cards $ 6,700.00
B. TrueConnect Gateway's using MultiCom software but no network applications
or resale of minutes:
Per Customer Location:
(Pricing not available at this time.)
Should market conditions change IPVC reserves the right to modify the pricing
structure.
"Net Revenues" shall mean gross revenues actually received by IPVC or TPMD for
sales of the services defined in this Agreement, less IPVC's cost of, including
but not limited to, taxes, duties, discounts, license fees, equipment, network,
labor, refunds and administrative costs. Both IPVC and TPMD shall determine
rates and commissions for any IPVC network used by TPMD customer switching in
TPMD's Territory.
In order to stay competitive and in order to maximize return, IPVC shall require
that in the event of an 800-toll free access number being used, that the number
and pricing may change. When possible IPVC will give the TPMD the option to keep
the number at a higher or lower rate. If fraud exists but the TPMD chooses to
keep the number the TPMD understands that it is
IPVoice Communications, Inc.
TruePartner Master Distributor Agreement
repressible for all usage. TPMD specifically agrees to contact customers to make
the required number changes within receipt of two weeks notice by IPVC.
Appendix B (Continued)
IPVC will give a minimum of two weeks notice after which toll free number change
might be required or recommended. IPVC may invalidate this Agreement if TPMD
fails to make the required changes without agreed written notice from IPVC for
delays.
IPVoice Communications, Inc.
By: /s/ Xxxxxxx X. Will
-------------------------
Xxxxxxx X. Will, President and C.O.O.
Firstnet Telephony Ltd.
By: /s/Xxxxxx Xxxxxx
---------------------------
Name: Xxxxxx Xxxxxx
Title: Managing Director
IPVoice Communications, Inc.
TruePartner Joint Venture Agreement
Appendix C
Contact Form
This contact form must be filled out, dated and submitted to IPVoice by mail,
fax or e-mail for every potential customer, distributor, sub-agent or client
that the TPJV proposes to list in its base of working accounts. TPJV understands
and agrees that should submitted contact not sign an agreement after one-year
from the time it was submitted to IPVoice, IPVoice shall have the right to
contact and sell directly. (Unless otherwise agreed to in writing)
DATE SUBMITTED_______________________________________
SUBMITTED BY: ______________________ RECEIVED BY: _______________________
CUSTOMER'S NAME: ________________________________________________________
CONTACTS NAME: __________________________________________________________
DAYTIME OR OFFICE PHONE NUMBER: _____________________________________
AFTER HOURS NUMBER: ____________________________________________________
FAX NUMBER: _________________________E-MAIL ADDRESS: ___________________
ADDRESS: ______________________________________________________________
CITY/STATE/COUNTRY: _________________________________________________
ZIP___________________
COMMENTS: ____________________________________________________________________
PROGRAMS/SERVICES OR PRODCTS ARE UNDER NEGOTIATIONS:
IPVoice Communications, Inc.
TruePartner Joint Venture Agreement
Appendix D
TrueConnect Gateway
T-1 Applications Sale and Price Sheet
Description
USA Domestic and some International Locations. Each TrueConnect Gateway is
set up with (2) T-1 Cards and has the capacity to hold (4) T-1 Cards. Each
card should be able to handle 250,000 minutes per month. To insure optimum
performance, IPVoice recommends that you DO NOT operate your Gateways with
(4) Cards. As minutes grow, Gateway can be added to support growth.
Sales Price:
First TrueConnect Gateway $59,894.00 USA dollars
TrueConnect Gateway Adds $44,895.00 USA dollars
T-1 Cards $ 6,200.00 USA dollars
Licensing Fees for MultiCom
Set up Fee of $5000.00
Monthly Fee of $5000.00 or $0.0025 per call record (which is ever greater)
Equipment
(1) One each of the following:
Computer with Keyboard, Sound Card, Monitor, Network Card, Windows,
NT Server, Network Hub, Surge Protection, Cable, Modem, Manual
Hardware
One each of the following:
XXXX0X, XX0000, Fusion 2.0 for NT, G.723.1, H.323 Stack
Other Hardware and Qty
2 AG-T1+RT2 Cards
48 G.723.1 runtime
48 H.323 runtime
Software
MultiCom Software
TrueConnect Switch Software
PCAnywhere Software
Shipping and handling
Cost will vary.
IPVoice Communications, Inc.
TruePartner Joint Venture Agreement
Appendix E
TrueConnect Gateway
E-1 Applications Sale and Price Sheet
Description
For use in most International Locations.
Each TrueConnect Gateway is set up with (2) E-1 Cards and has capacity to
hold (4) E-1 Cards. Each card should be able to handle 250,000 minutes per
month. To insure optimum performance, IPVoice recommends that you DO NOT
operate your Gateways with (4) Cards. As minutes grow Gateway, can be added
to support growth.
Sales Price:
First TrueConnect Gateway $63,720.00 USA dollars
TrueConnect Gateway Adds $48,720.00 USA dollars
E-1 Cards $ 6,400.00 USA dollars
Licensing Fees for MultiCom
Set up Fee of $5000.00
Monthly Fee of $5000.00 or $0.0025 per call record (which is ever greater)
Equipment
One each of the following:
Computer with Keyboard, Sound Card, Monitor, Network Card, Windows, NT
Server, Network Hub, Surge Protection, Cable, Modem, Manual
Hardware
One each of the following:
XXXX0X, XX0000, Fusion 2.0 for NT, G.723.1, H.323 Stack
Other Hardware and Qty
2 AG-E1+RT2 Cards
60 G.723.1 runtime
60 H.323 runtime
Software
MultiCom Software
Shipping and handling
Cost will vary.
IPVoice Communications, Inc.
TruePartner Joint Venture Agreement
Appendix F
TrueConnect System/Site Requirements
Last Revised: 10/23/98
This document outlines the system and site requirements needed to install and
operate a TrueConnect Internet Telephony Gateway.
Primary Gateway Hardware (Provided by IPVoice):
Chassis: 19" Rack Mountable
CPU: Intel 266Mhz CPU with 64 MB Ram
Disks: 3-5GB Hard Disk with CD-ROM
PSTN: IPVoice T1/E1/ Analog Interface Card
VoIP: IPVoice PSTN/VoIP Translator Card
Software Configuration (Provided by IPVoice):
Windows NT 4.0 Server
TrueConnect Call Control v1.0
MultiCom Billing v3.3 Access Included
Optional Components:
Additional IPVoice T1/E1/PSTN Interface cards
Site Requirements (Provided by TruePartner):
T1/E1 to the local PSTN for local termination/origination (bi-directional)
Dedicated connection to the Internet Backbone (High Bandwidth)
10/100Base-T Ethernet connection Cable
Dedicated IP Address for the TrueConnect Gateway
Dedicated Phone Line at Install Site (for emergency access to gateway)
8-Port 10-Base-T Hub (If required by ISP)
Uninterruptable Power Supply (UPS)
IPVoice Communications, Inc.
TruePartner Joint Venture Agreement
Appendix G
Pre Installation Testing Procedures
o1. Customer must aquire a facility providing both Internet connectivity and
PSTN connectivity
o2. Customer must obtain a unique IP Address for the TrueConnect Gateway
o3. Customer must provide the IP Address of the Gateway to IPVoice
o4. Customer must provide the IP Address of the router that will be used for
the gateway
o5. Customer must conduct latency testing and transmit this data to IPVoice
o6. Customer must obtain Internet access from their office. (Dial-Up or LAN)
Latency Testing
o1. Customer must set up a computer at the facility using the
IP address for the Gateway
o2. Run the "ping" utility continuously for a period no less than 72 hours.
(Target IP Address for the ping is: 204.181.36.24)
o3. Send the output to IPVoice
IPVoice Communications, Inc.
TruePartner Joint Venture Agreement
Appendix H
Beta Testing Fuctionality Checklist
MULTICOM
1. Remote Access via Procomm 3.+
(Requires Internet Connection from Office Site)
2.Customer Management
3.Customer Invoicing
4.Agent Management
5.Account Management
6.System Reports (printing requires HP III compatible Laser Printer)
7.Real-Time Traffic Information
8.Debit Card Creation and Management
9.Rate Table Management
TRUECONNECT GATEWAY
1.Receive and Authorize Inbound Customer Calls
2.Terminate Customer Calls
3.Rate Calls and Debit Customer Accounts
4.Basic Voice Prompts (English)
IPVoice Communications, Inc.
TruePartner Master Distributor Agreement
Appendix I
Prepaid Calling Cards
