CUSTOMER AND ASSET ACQUISITION AND SOFTWARE LICENSING AGREEMENT MADE AND ENTERED INTO IN THE CITY OF MONTREAL, PROVINCE OF QUÉBEC WITH AN EFFECTIVE DATE OF DECEMBER 7, 2005
CUSTOMER
AND ASSET ACQUISITION AND SOFTWARE LICENSING AGREEMENT MADE
AND ENTERED INTO IN THE CITY OF MONTREAL, PROVINCE OF QUÉBEC WITH AN EFFECTIVE
DATE OF DECEMBER 7, 2005
| BY AND BETWEEN: |
TELIPHONE
INC., a
body politic and corporate, duly incorporated according to law,
having
a place of business at 0000 Xxxxxx Xxxx xxxxx 0000, Xxxxxxxx, Xxxxxx,
X0X
0X0 herein
represented by Xxxxxx
Xxxxxxxx,
President, duly authorized as he so declares,
hereinafter
referred to as “TELIPHONE”
|
|
AND:
|
IPHONIA INC.
a
body politic and corporate, duly incorporated according to law, having
a
place of business at 5, St-Sulpice, Xxx, Xxxxxx, X0X 0X0, also operating
under the trade name “METRONET”
herein represented by Xxxxxxxxx
Xxxxx,
President, duly authorized as she so declares, hereinafter
referred to as “IPHONIA”
|
| AND: |
TELICOME
INC. a body politic and corporate, duly incorporated according
to
law, having a place of business at 5, St-Sulpice, Xxx, Xxxxxx, X0X
0X0,
herein represented by Xxxxx Xxxxx, President, duly
authorized as he so delcares,
hereinafter
referred to as
"XXXXXXX"
|
| AND: | UNITED AMERICAN
CORPORATION.
a
body politic and corporate, duly incorporated according to law, having
a
place of business at 0000 Xxxx Xxxx Xxxxxxx Xxxx Xxx
Xxxxx, Xxxxxx 00000 XXX,
herein represented by Xxxxx
Xxxxxxxx,
President and CEO, duly authorized as he so declares,
hereinafter
referred to as “UAC”
|
Known
collectively as “THE PARTIES”
PREAMBLE
WHEREAS
TELIPHONE
is a
provider of Voice-over-Internet-Protocol (VoIP) services and is currently
expanding its client base through direct sales efforts to new residential and
business customers;
WHEREAS
IPHONIA
is a
provider of VoIP, inter-suburban and dial-up long distance telecommunications
services and wishes to transfer its client base and various telecommunications
equipment to TELIPHONE;
WHEREAS
XXXXXXX
will
transfer a full access and full usage license at no charge for use of the source
code and intellectual property of TELICOM’s
billing software, currently utilized by TELIPHONE
as the
basis for its first generation service billing software.
WHEREAS
UAC,
as
majority owner of TELIPHONE
through
its majority-owned subsidiary OSK CAPITAL II Corp., will guarantee the monthly
payments required in this agreement as outlined in section 4.
WHEREAS
THE
PARTIES
wish to
set forth their rights and obligations pertaining to the transfer of
IPHONIA’s
clients and services to TELIPHONE,
along
with the sale of various telecommunications equipment and have agreed to
transfer the customers and equipment in conformity with the terms and conditions
as provided herein;
WHEREFORE
THE PARTIES HERETO HAVE AGREED AS FOLLOWS:
| 1. |
The
Preamble hereinabove stated shall form an integral part of the present
Agreement as if recited herein at length;
|
| 2. |
DEFINITIONS
|
| 2.1. |
ARPU:
Average Revenue Per User.
|
| 2.2. |
DID:A
unique phone number as depicted by a 10 number sequence that is used
to
direct voice traffic throughout the
PSTN.
|
| 2.3. |
LNP:Local
Number Portability. The process in which a DID is transferred from
one PRI
owner to another.
|
| 2.4. |
PRI:Primary
Rate Interface, which is a data connection to the PSTN that can manage
23
simultaneous channels of voice communications at
once.
|
| 2.5. |
PSTN:Public
Switched Telephone Network. The global telecommunications network
owned
and operated by Tier 1 Telecommunications carriers worldwide who
|
2
|
may
sell or lease voice traffic over it to Tier 2 & 3 telecommunications
carriers such as TELIPHONE
and IPHONIA.
|
| 2.6. |
VOIP:Voice
Over Internet Protocol, the use of the public internet to transmit
voice
calls.
|
| 3. |
Transfer
of IPHONIA
Services to TELIPHONE
|
| 3.1. |
IPHONIA
will transfer to TELIPHONE
all of its Inter-Suburban, VoIP and Long Distance dial-up services
that
are required to properly serve clients that are being transferred
as part
of this agreement.
|
| 3.2. |
TELIPHONE
may decide to sell these Services to its existing clients, or to
market
them to new clients at the sole discretion of TELIPHONE.
|
| 4. |
Transfer
of IPHONIA
Operations to TELIPHONE
|
| 4.1. |
IPHONIA
agrees to transfer to TELIPHONE
all active DID’s from its three (3) Telus Montreal PRI’s. A list of active
Montreal DID’s can be found in Schedule
A.
|
| 4.2. |
IPHONIA
agrees to transfer to TELIPHONE
all active DID’s from its combined Quebec city - Sherbrooke - Ottawa PRI.
TELIPHONE
will assume the balance of IPHONIA’s
contract ending in May 2007 with Group Telecom for this combined
PRI. A
list of active Quebec City, Sherbrooke and Ottawa DID’s can be found in
Schedule B
|
| 4.3. |
Considering
that IPHONIA’s
contract with Telus for the three (3) Montreal PRI’s is due to expire on
December 31, 2005, IPHONIA
will facilitate the LNP of these DID’s to TELIPHONE’s
Montreal network.
|
| 4.4. |
In
consideration of the added cost that TELIPHONE
will incur in upgrading its own Montreal PRI network in order to
accommodate the added PRI capacity required, THE
PARTIES
hereby agree that the equivalent $ value of capacity upgrade required
by
TELIPHONE
to
accommodate these IPHONIA
Montreal DID’s shall be paid to TELIPHONE
in
the form of IPHONIA
Telecommunications Equipment, described
herein.
|
| 4.4.1. |
It
is estimated that this will represent Cdn$1,500 per month of additional
charges incurred by TELIPHONE
and therefore this amount will be placed against the purchase of
the
following IPHONIA
Telecommunications equipment:
|
| · |
1
x
CISCO AS5350, 8-T1 Gateway, market value of Cdn$15,000, serial
#JAE0641055F
|
| · |
1
x
CISCO PIX 515E Firewall, already in use by TELIPHONE,
market value of Cdn$4,500, serial
#S88807079454.
|
3
| · |
1
x
CISCO PIX 515E Firewall, market value of Cdn$2,500, serial
#806383054
|
|
For
a total of Cdn$22,000. At Cdn$1,500 per month plus interest expenses,
THE PARTIES
agree that TELIPHONE
will continue to make these payments for 18 months from the signing
of
this agreement.
|
| 4.5. |
IPHONIA
agrees to transfer the bank accounts utilized to collect, through
direct
debit, revenues from IPHONIA
clients to be transferred to
TELIPHONE.
|
| 4.5.1. |
While
the bank accounts and customers will belong to TELIPHONE,
IPHONIA
will maintain signing authority on the accounts in order to extract
a
monthly amount, for a period of 24 months from the signing of this
contract of Cdn$7,600 representing the client revenues plus an additional
Cdn$1,500 representing the payment by TELIPHONE
for the equipment purchased as described in section 4.4.1 above,
until all
of the equipment is paid for. Afterwards, IPHONIA
will continue to extract Cdn$7,600 until the end of the 24 month
period.
|
| 4.5.2. |
Any
amounts of sales taxes will be collected by TELIPHONE
since TELIPHONE
is
declaring the revenues of the
clients.
|
| 4.5.3. |
At
the end of the 24 month period, signing authority will be changed
to
TELIPHONE
in
which case no further payments will be made to IPHONIA.
|
| 4.5.4. |
IPHONIA
agrees to change the name on the account such that IPHONIA
clients
will see “TELIPHONE INC.” as the debitor of their bank
account.
|
| 4.6. |
IPHONIA
will transfer the remaining balance at the end of each month to
TELIPHONE,
which represents the taxes and any increases in revenues from the
IPHONIA
client base.
|
| 4.7. |
TELIPHONE
will pay IPHONIA
any shortfalls from the total amounts owing per month, as described
above
in section 4.5.
|
| 5. |
Transfer
of IPHONIA
Clients to TELIPHONE
|
| 5.1. |
IPHONIA
will transfer their active clients (estimated at 750), along with
a
database of inactive clients (estimated at 3,000) to TELIPHONE
for the sole consideration listed in item 4.5.1, representing the
average
revenues generated by the clients less additional infrastructure
costs
required to serve them, as mentioned in section 4.4.
above.
|
| 5.2. |
Upon
termination of this agreement, all clients will become the sole property
of TELIPHONE,
and all revenues associated with them will belong solely to TELIPHONE
without any consideration of revenue transfer to
IPHONIA.
|
| 5.3. |
TELIPHONE
reserves the right to “up-sell”, that is to increase the revenues of any
of the clients through a targeted sales campaign. IPHONIA
will offer whatever
|
4
|
assistance
is deemed necessary in order to facilitate this process. Any increases
in
revenues from the existing client base will belong solely to TELIPHONE.
TELIPHONE
agrees to provide an e-mail notification within 24 hours of an
IPHONIA
client being transferred to a TELIPHONE
service.
|
| 5.4. |
At
the end of each month, TELIPHONE
will transfer to IPHONIA
any amounts received from clients who have transferred from IPHONIA
services to TELIPHONE
services. The amounts transferred will be equivalent to the amounts
of
revenues that these clients generated when purchasing IPHONIA
services.
|
| 6. |
Additional
Services Provided by TELIPHONE
to IPHONIA
|
| 6.1. |
TELIPHONE
will offer at no additional cost the co-location of IPHONIA
equipment in its Montreal data center. The equipment list to be hosted
is
found in Schedule C. This equipment will be identified as the sole
property of IPHONIA
and will be labelled as such within TELIPHONE’s
co-location facility at PEER 1 Montreal. In addition, a letter, signed
by
TELIPHONE
and IPHONIA
will be sent to PEER 1 identifying these items as being property
of
IPHONIA
and not TELIPHONE.
Included in this letter, will be the equipment identified in item
4.4.1.
Upon receipt of the 18th
month payment from TELIPHONE,
and hence this equipment becoming property of TELIPHONE,
these items will be newly identified, within the co-location facility
and
in writing to PEER 1 as belonging to TELIPHONE.
|
| 6.2. |
TELIPHONE
will provide at no additional cost to
IPHONIA,
the required bandwidth of Internet traffic for services unrelated
to this
agreement. It is understood by THE
PARTIES
that the amount of bandwidth is minimal in comparison to that used
by
TELIPHONE
on
a regular basis for its operations. However, should the
IPHONIA
bandwidth usage become more significant in the future, THE
PARTIES
agree that
IPHONIA
will pay TELIPHONE
an
equivalent market price for its bandwidth
requirements.
|
| 6.3. |
TELIPHONE
will provide to IPHONIA
a
total of fifteen (15) unlimited world IP calling packages at no charge
for
personal and business use by IPHONIA
and their affiliated companies for a period of ten (10) years upon
the
signing of this contract. A partial list of DID’s for the services to be
offered over is found in Schedule D. It is understood by THE
PARTIES
that these lines will not consume a significant volume of long distance
charges.
|
| 7. |
NON-COMPETITION
CLAUSE
|
IPHONIA
agrees,
for a full five (5) years after the signing of this agreement (see TERM AND
TERMINATION), to not enter into direct or indirect competition with TELIPHONE
as it
pertains to VoIP services, inter-suburban and dial-up long distance
telecommunications services.
| 8. |
PUBLIC
DISCLOSURE
|
5
TELIPHONE
reserves
the right to publicly announce the acquisition as it deems necessary to meet
SEC
disclosure norms as a public company. TELIPHONE
also
reserves the right to disclose the transaction in the form of a public press
release. All releases will require prior approval of IPHONIA
prior to
being distributed.
| 9. |
TERM
AND TERMINATION
|
| 9.1. |
TERM.
This Agreement shall commence on the date hereinabove and remain
in effect
for an initial period of two (2) year from the effective date. Upon
completion of the two (2) year period, all of IPHONIA
Services, Operations and Clients will transfer in full to TELIPHONE.
This will constitute the official termination of the
agreement.
|
| 9.2. |
TERMINATION
BY EITHER
PARTY. Either
party (the “Non-Defaulting Party”) may terminate this Agreement by
providing at least thirty (30) days prior written notice to the other
party (the “Defaulting Party”) upon the occurrence of any of the following
events:
|
|
(a)
|
the
Defaulting Party is in default in the performance of any of its
obligations under this Agreement or breaches any provision hereof
and such
default or breach continues after at least ten (10) days following
receipt
of written notice of such default or breach from the Non-Defaulting
Party
to the Defaulting Party.
|
|
(b)
|
the
conviction in any court of competent jurisdiction of either party
or any
employee, shareholder, director or officer of either party for any
crime
or violation of law if, such conviction is likely to adversely affect
the
operation or business of the other party or tend to be harmful to
the
goodwill or reputation of the other
party.
|
|
(c)
|
Any
conduct or practice by either party, its directors, officers, employees
or
shareholders, which is injurious to the goodwill or reputation of
the
other party.
|
|
(d)
|
Either
party commits, participates or acquiesces in any fraudulent or improper
actions in regards to this
agreement;
|
| 9.3. |
However
unlikely, in the event the TELIPHONE
becomes insolvent and can no longer actively serve IPHONIA’s
clients, IPHONIA
retains the right to terminate this contract and to reclaim its former
clients and services from TELIPHONE
in
order to continue to offer services to
them.
|
| 10. |
CONFIDENTIALITY.
|
| 10.1. |
"Confidential
Information"
means any business and technical information disclosed by either
party to
the other party, either directly or indirectly, in writing, orally
or by
inspection of tangible objects (including without limitation concepts,
designs, documents, prototypes or samples), which is designated as
"Confidential," "Proprietary" or some similar designation or is disclosed
under circumstances which
|
6
|
indicate
its confidential nature. Confidential Information may also include
third
party confidential information. Confidential Information will not
include
any information which
|
(i) was
publicly known and made generally available in the public domain prior to the
time of disclosure by the disclosing party;
(ii) becomes
publicly known and made generally available after disclosure by the disclosing
party to the receiving party through no action or inaction of the receiving
party;
(iii) is
already in the possession of the receiving party at the time of disclosure
by
the disclosing party as shown by the receiving party's files and records
immediately prior to the time of disclosure;
(iv) is
obtained by the receiving party from a third party without a breach of such
third party's obligations of confidentiality; or
(v) is
independently developed by the receiving party without use of or reference
to
the disclosing party's Confidential Information, as shown by documents and
other
competent evidence in the receiving party's possession.
| 10.2. |
Non-use
and Nondisclosure.
Each party agrees not to use any Confidential Information of the
other
party for any purpose except to perform its obligations or exercise
its
rights under this Agreement. Each party agrees not to disclose any
Confidential Information of the other party to third parties or to
such
party's employees, except to those employees or consultants of the
receiving party who are required to have the information. Nothing
in this
Section precludes either party from disclosing the other party’s
Confidential Information as required by law or a legal
process.
|
| 10.3. |
Maintenance
of Confidentiality.
Each party agrees that it will take reasonable measures to protect
the
secrecy of and avoid disclosure and unauthorized use of the Confidential
Information of the other party. Without limiting the foregoing, each
party
will take at least those measures that it takes to protect its own
most
highly confidential information and will ensure that its employees
and
independent contractors who have access to Confidential Information
of the
other party have signed a non-use and non-disclosure agreement in
content
similar to the provisions hereof. Each party will reproduce the other
party's proprietary rights notices on any such approved copies, in
the
same manner in which such notices were set forth in or on the
original.
|
| 11. |
GENERAL
AND CONCLUDING PROVISIONS
|
| 11.1. |
This
agreement shall ensure to the benefit of and be binding upon the
parties
hereto, and their respective heirs, legatees, executors, legal
representatives, successors and
assigns.
|
7
| 11.2. |
This
Agreement contains the entire agreement among the parties with respect
to
the transactions contemplated herein, and supersedes all prior
negotiations, agreements and
undertakings.
|
| 11.3. |
This
Agreement may be executed in two or more counterparts each
of which shall be deemed an original and all of which together shall
constitute one and the same Agreement. Faxed
signatures of the parties shall be valid and binding, however, the
parties
hereto agree to provide the original of their signature to this Agreement
to each of the other parties
thereafter.
|
| 11.4. |
All
notices in connection with this Agreement shall be in writing and
either
hand-delivered or mailed by registered or certified mail and shall
be sent
to all of the parties hereto. Any such notice shall be deemed to
have been received on the earlier of the date of the hand-delivery
or on
the fifth (5th) business day following the date indicated on the
proof of
mailing. The respective addresses for such notices
are:
|
Téliphone
Inc
0000
Xxxxxx Xxxx, Xxxxx 0000
Xxxxxxxx,
Xxxxxx, X0X 0X0 Xxxxxx
Attention:
Xxxxxx Xxxxxxxx
Telephone:
(000) 000-0000
Fax:
(000) 000-0000
E-mail:
xxxxxxxxx@xxxxxxxxx.xx
Iphonia
Inc.
0,
Xx-Xxxxxxx
Xxx,
Xxxxxx, X0X 0X0, Xxxxxx
Attention:
Xxxxxxxxx Xxxxx
Telephone:
000-000-0000
Fax:
(000) 000-0000
E-mail:
xxxxxx@xxxxxxx.xxx
0000
Xxxxxx Xxxx, Xxxxx 0000
Xxxxxxxx,
Xxxxxx, X0X 0X0 Xxxxxx
Attention:
Xxxxx Xxxxxxxx
Telephone:
(000) 000-0000
Fax:
(000) 000-0000
E-mail:
xxxxxxxxx@xxxxxxxxx.xx
Xxxxxxx
Inc.
0,
Xx-Xxxxxxx
Xxx,
Xxxxxx, X0X 0X0, Xxxxxx
Attention:
Xxxxx Xxxxx
Telephone:
000-000-0000
Fax:
(000) 000-0000
8
E-mail:
xxxxxxx@xxxxxxx.xx
| 11.5. |
This
Agreement shall be construed in accordance with the laws of the Province
of Quebec and Canada.
|
| 11.6. |
This
Agreement may be amended only by written agreement duly executed
by all
parties hereto.
|
| 11.7. |
The
parties shall furnish and deliver from time to time such documents,
and
writings as may reasonably be required as necessary or desirable
to
complete this Agreement and to give effect to its
provisions.
|
| 11.8. |
The
parties agree to do and cause to be done such acts, deeds, documents
and/or corporate proceedings as maybe necessary or desirable to complete
this Agreement, and to give effect to its
provisions.
|
| 11.9. |
The
parties hereto have requested that the present Agreement be drafted
in the
English language. Les parties déclarent qu’ils ont requis que la présente
entente soit rédigée dans la langue
anglaise.
|
WHEREFORE
THE PARTIES HERETO HAVE SIGNED WITH DATE EFFECTIVE ON THE DATE AND PLACE FIRST
MENTIONED HEREINABOVE.
| TELIPHONE INC | IPHONIA INC |
|
per:
|
per:
|
|
/s/
Xxxxxx Xxxxxxxx
|
/s/ Xxxxxxxxx Xxxxx |
| Xxxxxx Xxxxxxxx, President | Xxxxxxxxx Xxxxx, President |
|
2005-12-13
Date
|
2005-12-12
Date |
|
XXXXXXX INC.
|
UNITED AMERICAN
CORPORATION
|
|
per:
|
per:
|
|
/s/ Xxxxx Xxxxx
|
/s/ Xxxxx Xxxxxxxx
|
| Xxxxx Xxxxx, President | Xxxxx Xxxxxxxx, President & CEO |
|
2005-12-12
Date
|
2005-12-13
Date |
9
SCHEDULE
A
List
of Active IPHONIA Montreal DID’s
|
(000)
|
000-0000
|
-
DIAL-UP TEST
|
|
(000)
|
000-0000
|
-
SCCP
|
|
(000)
|
000-0000
|
-
SCCP
|
|
(000)
|
000-0000
|
-
SCCP
|
|
(000)
|
000-0000
|
-
SCCP
|
|
(000)
|
000-0000
|
-
SCCP
|
|
(000)
|
000-0000
|
-
SCCP
|
|
(000)
|
000-0000
|
-
SCCP
|
|
(000)
|
000-0000
|
-
SCCP
|
|
(000)
|
000-0000
|
-
SCCP
|
|
(000)
|
000-0000
|
-
SCCP
|
|
(000)
|
000-0000
|
-
SCCP
|
|
(000)
|
000-0000
|
-
SCCP
|
|
(000)
|
000-0000
|
-
SCCP
|
|
(000)
|
000-0000
|
-
SCCP
|
|
(000)
|
000-0000
|
-
SCCP
|
|
(000)
|
000-0000
|
-
SCCP
|
|
(000)
|
000-0000
|
-
SCCP
|
|
(000)
|
000-0000
|
-
SCCP
|
|
(000)
|
000-0000
|
-
SCCP
|
|
(000)
|
000-0000
|
-
SCCP
|
|
(000)
|
000-0000
|
-
DIALUP (incoming), SCCP (outgoing)
|
|
(000)
|
000-0000
|
-
DIALUP (incoming Iphonia)
|
|
(000)
|
000-0000
|
-
SCCP
|
|
(000)
|
000-0000
|
-
SCCP
|
|
(000)
|
000-0000
|
-
SCCP
|
|
(000)
|
000-0000
|
-
SCCP
|
|
(000)
|
000-0000
|
-
SCCP
|
|
(000)
|
000-0000
|
-
SCCP
|
|
(000)
|
000-0000
|
-
SCCP
|
|
(000)
|
000-0000
|
-
SCCP
|
|
(000)
|
000-0000
|
-
SCCP
|
|
(000)
|
000-0000
|
-
DIALUP (main Iphonia)
|
|
(000)
|
000-0000
|
-
DIALUP (incoming Metronet)
|
|
(000)
|
000-0000
|
-
SCCP (Voicemail access)
|
|
(000)
|
000-0000
|
-
SCCP
|
|
(000)
|
000-0000
|
-
SCCP
|
|
(000)
|
000-0000
|
-
SCCP
|
|
(000)
|
000-0000
|
-
SCCP
|
|
(000)
|
000-0000
|
-
SCCP
|
|
(000)
|
000-0000
|
-
SCCP
|
|
(000)
|
000-0000
|
-
SCCP
|
10
|
(000)
|
000-0000
|
-
SCCP
|
|
(000)
|
000-0000
|
-
DIALUP (Reverse)
|
|
(000)
|
000-0000
|
-
DIALUP (main Metronet)
|
|
(000)
|
000-0000
|
-
DIALUP (incoming Metronet)
|
|
(000)
|
000-0000
|
-
SCCP
|
|
(000)
|
000-0000
|
-
SCCP
|
|
(000)
|
000-0000
|
-
SCCP
|
|
(000)
|
000-0000
|
-
SCCP
|
|
(000)
|
000-0000
|
-
SCCP
|
|
(000)
|
000-0000
|
-
SIP (Voicemail English)
|
|
(000)
|
000-0000
|
-
SIP (Voicemail French)
|
|
(000)
|
000-0000
|
-
SIP
|
|
(000)
|
000-0000
|
-
SIP
|
|
(000)
|
000-0000
|
-
SIP
|
|
(000)
|
000-0000
|
-
SIP
|
|
(000)
|
000-0000
|
-
SIP
|
|
(000)
|
000-0000
|
-
SCCP
|
|
(000)
|
000-0000
|
-
DIALUP (Info)
|
|
(000)
|
000-0000
|
-
SIP
|
|
(000)
|
000-0000
|
-
SIP
|
|
(000)
|
000-0000
|
-
SIP
|
|
(000)
|
000-0000
|
-
SIP
|
|
(000)
|
000-0000
|
-
TELIPHONE
|
|
(000)
|
000-0000
|
-
SIP
|
|
(000)
|
000-0000
|
-
SIP
|
|
(000)
|
000-0000
|
-
SCCP
|
|
(000)
|
000-0000
|
-
SIP
|
|
(000)
|
000-0000
|
-
TELIPHONE
|
|
(000)
|
000-0000
|
-
DIALUP (0-000-000-0000 - CAN)
|
|
(000)
|
000-0000
|
-
DIALUP (0-000-000-0000 -
US)
|
11
SCHEDULE
B
List
of Active Quebec City, Sherbrooke and Ottawa DID’s
|
(000)
|
000-0000
|
-
SIP
|
|
(000)
|
000-0000
|
-
SIP
|
|
(000)
|
000-0000
|
-
SIP
|
|
(000)
|
000-0000
|
-
DIALUP
|
|
(000)
|
000-0000
|
-
SCCP
|
|
(000)
|
000-0000
|
-
TELIPHONE
|
|
(000)
|
000-0000
|
-
TELIPHONE
|
|
(000)
|
000-0000
|
-
TELIPHONE
|
|
(000)
|
000-0000
|
-
TELIPHONE
|
|
(000)
|
000-0000
|
-
TELIPHONE
|
|
(000)
|
000-0000
|
-
TELIPHONE
|
|
(000)
|
000-0000
|
-
TELIPHONE
|
|
(000)
|
000-0000
|
-
TELIPHONE
|
|
(000)
|
000-0000
|
-
TELIPHONE
|
|
(000)
|
000-0000
|
-
TELIPHONE
|
Ottawa
|
(000)
|
000-0000
|
- DIALUP |
|
(000)
|
000-0000
|
- SCCP |
Sherbrooke
|
(000)
|
000-0000
|
- DIALUP |
|
(000)
|
000-0000
|
- SCCP |
12
SCHEDULE
C
Amount
of Co-Location Space to be Offered at No Charge by TELIPHONE to
IPHONIA
|
Size
|
||||
|
|
Description
|
Manufacturer
|
Model
|
Serial
|
|
1
|
Firewall
1
|
Cisco
|
PIX
515E
|
806383054
|
|
1
|
Firewall
2
|
Cisco
|
PIX
515E
|
806392165
|
|
1
|
Ethernet
Switch
|
Cisco
|
Catalyst
2950, 24 Port
|
FHK0638WI
AK
|
|
1
|
Power
Switch 1
|
APC
|
Masterswitch
Plus AP9606
Masterswitch
Plus
|
JA0228013223
|
|
1
|
Power
Switch 0
|
XXX
|
XX0000XXX
|
WA0137004706
|
|
1
|
Gateway
|
Cisco
|
AS5350-8PRI,
128MB
|
JAE0641055F
|
|
2
|
CaIlManager
1
|
Compaq
|
Proliant
DL380R02
|
R234JZG10004
|
|
2
|
CaIlManager
2
|
Compaq
|
Proliant
DL38OR02
|
R235JZG10003
|
|
1
|
Asterisk
|
Compaq
|
Proliant
DL3B0
|
R01100025616J15FXKI
F03Y
|
|
1
|
Voicemail
|
Compaq
|
Tasksmart
W2200
|
ISO
1933256/6J 16J KN 1
EOOL
|
|
1
|
ACS
1
|
Compaq
|
Tasksmart
W2200
|
R219JJ710001
|
|
1
|
ACS
2
|
Compaq
|
Tasksmart
W2200
|
R219JJ710003
|
|
1
|
Iphonia
web
|
Compaq
|
Tasksmart
W2200
|
R230JJ71000
|
|
2
|
Hebergement
|
Compaq
|
Dell
Poweredge 2450
|
82PXB01
|
|
2
|
Backup
|
Compaq
|
Dell
Poweredge 2450
|
G2PXBO1
|
|
1
|
DNS
|
Generic
|
Generic
|
No
Serial
|
13
SCHEDULE
D
List
of DID’s that TELIPHONE will Provide Unlimited US & Canada VoIP Services at
no charge to IPHONIA
|
514
-
|
335-2560
|
|
514
-
|
380-8140
|
|
514
-
|
380-8126
|
|
514
-
|
788-6181
|
|
514
-
|
788-6183
|
|
514
-
|
788-6185
|
|
514
-
|
788-6186
|
