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EXHIBIT 10.62
SUPPORT AGREEMENT
Interstate Telephone Company, Inc., a Georgia Corporation, located at 000 Xxxxx
Xxxxxx, X.X. Xxx 000, Xxxx Xxxxx, Xxxxxxx 00000 (hereinafter referred to as
"ITC") by signature agrees to grant and
ITC Service Company
0000 X.X. Xxxxxxx Xxxxx
Xxxx Xxxxx, XX 00000
(Hereinafter referred to as the "Service Co") agrees to accept on the following
terms and conditions, support and miscellaneous services detailed below. ITC
agrees to accept on the following terms and conditions, the miscellaneous
services provided by Service Co.
1. INCLUSIONS FOR SERVICES PROVIDED TO SERVICE CO BY ITC:
A. Provide support for mail / postage services - External and
Internal Mail
B. Support & maintenance on personal computers, network, video
conferencing equipment, board room computer and
presentation equipment, accounting and fixed asset
software, tax, network and desktop software.
C. Support for payroll & management of employment related
benefits programs
2. SUPPORT FEES FOR SERVICES PROVIDED BY ITC TO SERVICE CO:
1A. Mail & postage services - $450.00 per month plus actual
cost of postage
1B. IT Support - $5,255 per month per attached schedule. A one
time license fee of $20,500 to compensate ITC for capital
cost of hardware and software
1C. Payroll & HR benefits management - $250.00 per month plus
actual cost of any specific payroll or benefit fees
3. INCLUSIONS FOR SERVICES PROVIDED TO ITC BY SERVICE CO:
A. Scheduling, collection and billing for cabin utilization
B. Storage of old financial records and equipment at
facilities owned by Service Co
4. SUPPORT FEES FOR SERVICES & FACILITIES PROVIDED BY SERVICE CO TO ITC:
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3A. Scheduling & management of cabin utilization - $100 per
month
3B. Storage fee will be based on square footage used x $0.85
per square foot. To be billed monthly.
5. OTHER FEES:
A. Service Co will be billed for telephone and cable services
per usage with appropriate local companies.
B. Service Co will be billed extra software development fees
at $47 per hr for development of new lotus notes
applications or other software specifically requested by
the company for their use.
C. Service Co will be billed for all software upgrades and new
software ordered and utilized specifically for them.
D. Service Co will be billed for all personal computers and
hardware ordered and utilized specifically for them.
E. Service Co will be billed for concession lines for 10 of
their current employees. No new concession lines will be
given to employees of Service Co.
6. EFFECTIVE DATE AND TERMINATION:
This agreement is effective as of the date accepted by both parties
below. Prices are subject to change January 1st of each year, beginning
with January 2002. The Agreement is automatically renewed January 1st of
each year, if no written notice of termination has been given. Service Co
and ITC may terminate receiving services within this Agreement upon
thirty (30) days written notice. Termination of part of the services will
not terminate this Agreement on the other services. Both companies agree
to continue providing services until termination by the other party.
Accepted by: Accepted by:
Interstate Telephone Company ITC Service Company
Signature: /s/ Xxxxx X. Xxxxxxxx Signature: /s/ Xxxxxxx X. Xxxxx, III
-------------------------- -----------------------------
Typed Name: Xxxxx X. Xxxxxxxx Typed Name: Xxxxxxx X. Xxxxx, III
------------------------- ----------------------------
Title: Vice President Title: President and COO
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Date: November 2, 1999 Date: October 29, 1999
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SERVICES AGREEMENT
This Services Agreement (this "Agreement") is made and entered into as of
the 2nd day of November, 1999, by and between KNOLOGY, Inc., a Delaware
corporation ("KNOLOGY"), and ITC Service Company, a Georgia corporation ("ITC").
RECITALS
WHEREAS, the parties desire to obtain services from each other on the
terms and conditions set forth in this Agreement.
NOW THEREFORE, for and in consideration of the covenants contained in
this Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are acknowledged, the parties agree as follows:
1. Services. KNOLOGY agrees to provide ITC with certain services, as
described on Exhibit "A". In consideration for the provision of these services
by KNOLOGY, ITC agrees to provide KNOLOGY with certain services, as described in
Exhibit "A", and agrees to pay KNOLOGY the amount of five thousand Dollars
($5,000) per month. KNOLOGY will pay ITC to store documents at a rate of
eighty-five cents per foot.
2. Term. This Agreement is effective as of the date set forth above.
ITC Service Company may terminate this Agreement upon giving thirty (30) days
written notice to KNOLOGY, Inc.
3. Confidentiality. KNOLOGY and ITC recognize they will come into
possession of confidential or proprietary information of the other company,
including without limitation financial information, methods of operation,
marketing information and plans, technical data, and other similar information
(collectively, the "Confidential Information"). Accordingly, KNOLOGY and ITC
agree that they will treat as confidential and will not, directly or indirectly,
use or disclose any Confidential Information during the term of this Agreement
and for a period of three years thereafter.
4. Relationship of the Parties. In performing its obligations and
services hereunder, each party shall act at all times as an independent
contractor, and nothing contained herein shall be deemed or construed to create
any partnership or joint venture between KNOLOGY and ITC.
5. Miscellaneous. This Agreement contains the entire agreement
between the parties with respect to the subject matter herein. No modifications
or amendments of this Agreement shall be binding upon either party unless set
forth in writing duly executed by each party. If any term or provision of this
Agreement shall be found by a court of competent jurisdiction to be illegal,
invalid or otherwise unenforceable, the same shall not invalidate the whole of
this Agreement, but such term or provision shall be
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deemed modified to the extent necessary in the court's opinion to render such
term or provision enforceable, and the rights and obligations of the parties
shall be construed and enforced accordingly, preserving to the fullest
permissible extent the intent and agreements of the parties set forth herein.
This Agreement and the obligations of the parties hereunder shall be
interpreted, construed and enforced in accordance with the internal laws of the
state of Georgia. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto, and their respective successors and assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year first above written.
KNOLOGY, INC.
By: /s/ Xxxxx X. Xxxxxxxx, Xx.
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Name: Xxxxx X. Xxxxxxxx, Xx.
-----------------------------
Title: VP - Business Development
----------------------------
ITC SERVICE COMPANY
By: /s/ Xxxxxxx X. Xxxxx, III
------------------------------
Name: Xxxxxxx X. Xxxxx, III
----------------------------
Title: President and COO
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EXHIBIT "A"
SERVICES PROVIDED BY KNOLOGY
Mail support, computer and technology support, payroll services and
administrative support for benefit programs.
SERVICES PROVIDED BY ITC
Storage facilities for documents and administrative support for
conference facilities.
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