EXHIBIT 10.14
DIRECT MARKETING AGREEMENT
This Agreement (the "Agreement") is entered into this 29th day of October, 1998
(the "Effective Date") between Access One Communications, Inc., a New Jersey
corporation with its principal place of business at 0000 Xxxxxxxx Xxxx, Xxxxx
X-00, Xxxxxxx, XX 00000 (hereinafter referred to as "Company") and Tele Hub Link
Corporation, a Canadian corporation with its principal place of business at 0000
Xx. Xxxxxxx, Xxxxx 000, Xxxxxxxx xx Xxxxxx, and whose Federal Tax Identification
Number is N/A (hereinafter referred to as "Marketer").
WHEREAS, the MARKETER desires to enter into this Agreement with the COMPANY and
the COMPANY desires to have the service of the MARKETER in order to have the
benefit of the MARKETER'S special knowledge, skills, experience and expertise.
WHEREAS, the COMPANY wishes to ensure that for a period of_____________
_____________ , "THE TERM", the MARKETER will not reveal to any parties
confidential information obtained during the course of the AGREEMENT, compete
with the COMPANY itself, or obtain customers for any other LEC, ALEC, OLEC or
CLEC doing business in the Territory of the company.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants
contained herein, the parties agree as follows:
SECTION 1: SERVICES OF MARKETER
The MARKETER hereby accepts to serve the COMPANY as direct marketing agent. The
MARKETER shall perform the duties and responsibilities associated with that of a
direct marketing agent during the period of service with the COMPANY. The
MARKETER hereby agrees to sell to the COMPANY certain business accounts that are
located in the BellSouth and BellAtlantic states, all of which is defined as the
Territory.
SECTION 2: PAYMENT TO THE MARKETER
In consideration for the performance of the MARKETERS' services hereunder, the
MARKETER shall be compensated as follows:
A fee of $20.00 per local business line will be paid to the MARKETER on each
taped verified customer. An additional fee of $5.00 per line will be paid on
each local line that has a taped verification authorizing the change of the
inter-data long distance carrier to the COMPANY. All taped verifications will
follow the format as approved by the COMPANY.
The COMPANY and the MARKETER will mutually agree in advance each
week as to how many lines the COMPANY will purchase from the MARKETER. The
MARKETER agrees that the AVERAGE number of lines for all customers sold to the
COMPANY each week will not be less than two (2).
The MARKETER agrees to provide daily, an electronic file, in a format acceptable
to the COMPANY, listing all submitted customer accounts and their corresponding
lines. The COMPANY will have seven (7) business days after receipt of customer
information to reject the sale for any reasonable cause (i.e. unable to reach
decision maker, bad credit, customer misunderstanding, customer changed mind,
customer did not have authority, customer is not a registered business with the
Secretary of State, etc.). Any rejected sale will be deducted from the next
scheduled payment to the MARKETER.
SECTION 3: CONFIDENTIAL AND NON-COMPETE
During the period of service hereunder and subsequent to termination thereof,
the MARKETER shall retain in strictest confidence and secure all knowledge and
information which the MARKETER acquires or has acquired with respect to the
companies sales and marketing procedures and practices, methods, systems,
approaches, trade secret lists, vendors lists, client lists and other private
and confidential information. Such knowledge and information shall not be
directly disclosed to any person without the prior written consent of the
COMPANY.
Upon the termination of the AGREEMENT the MARKETER agrees to return to the
COMPANY all materials either obtained from the COMPANY or developed on behalf of
the COMPANY during it's service, such as but not limited to scripts; notes;
reports; models; customer lists; etc.
During the period of services hereunder and for a period of (3) three years
following termination of service for any reason, the MARKETER shall not recruit
or solicit, or otherwise cause to leave the COMPANY, any of the COMPANY's
employees or its customers.
In the event of breach of any of the covenants contained in this Section,
although the COMPANY'S damages will be substantial, the same will be extremely
difficult or impossible to ascertain and money damages will not afford an
adequate remedy. Therefore, in the event of any such breach, in addition to such
other remedies which may be provided by law, the COMPANY shall have the right,
to specific performance of the covenants contained in this section by way of
temporary and/or permanent injunctive relief in addition to monetary damages.
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SECTION 4: VERIFICATION
MARKETER hereby agrees that a sale is not complete unless the following items
are tape recorded and delivered to Access One Communications.
1. Customer must state he or she is aware that they are Switching local
telephone service from BellSouth; BellAtlantic; Sprint or GTE to Access One
Communications.
2. Customer must be aware that there is no connection between BellSouth;
BellAtlantic; Sprint; or GTE and Access One Communications.
3. That the customer is authorized to make the change.
4. Must have customer name, business name, date of birth, or Federal ID number
and main telephone number.
5. See attached script for example.
SECTION 5: TELEMARKETING
Under no condition may the MARKETER or its agents say any of the following in
their sales presentation:
1. Access One Communication is taking over the billing for BellSouth; Sprint;
or GTE.
2. Access One Communications is a division of BellSouth; Sprint; or GTE.
3. Access One Communications is BellSouth; Sprint; or GTE.
4. Access One Communications is just a billing change (they must realize they
are switching companies).
5. Tele-marketer must use name not operator number.
6. See attached script.
SECTION 6: REPRESENTATION
The COMPANY and MARKETER acknowledge and agree that the relationship between
them is solely that of independent contractors. Neither Party, nor their
respective employees, agents or representatives, has any right, power or
authority to act or create any obligation, expressed or implied, on behalf of
the other Party.
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SECTION 7: MISCELLANEOUS PROVISIONS
(a) Neither this agreement, nor any obligation rights or interest hereunder,
shall be assignable by the MARKETER, its beneficiary or legal
representative, without the prior written consent of the COMPANY.
(b) The paragraph headings inserted herein are for the convenience of the
parties alone; they in no way define or limit the scope of this agreement.
In the event any court of competent jurisdiction deems any provision hereof
to be unreasonable, then such other restrictions shall nevertheless remain
effective.
(c) This AGREEMENT constitutes the entire understanding of all agreements among
the MARKETER and the COMPANY regarding the service and supersedes all prior
agreements; either expressed or implied, between the parties hereto dealing
with the subject matter hereof. None of the terms and conditions of the
AGREEMENT shall be amended or modified unless expressly consented to in
writing and signed by each of the parties hereto.
(d) Except where otherwise stipulated herein, this AGREEMENT shall be governed
by and construed and enforced under the laws of the State of Florida.
(e) All notices and communications to be given under this AGREEMENT shall be
sent by registered mail to each party at their respective addresses as they
first appear above, or to such other address or addresses as shall be
designated in writing by either party. All notices and communications given
hereunder shall be deemed to have been given when mailed or personally
delivered by hand to the appropriate party, provided however that any
notice of change of address shall be effective shall be effective upon
receipt.
(f) In the event of dispute arising by virtue of this AGREEMENT the prevailing
party shall be entitled to reasonable attorney's fees and costs including
the costs and fees associated with any appeals.
(g) Either party may terminate this contract upon written notice at any time.
The COMPANY shall be liable for outstanding fees on approved contracts.
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IN WITNESS WHEREOF, the parties hereto have duly executed the AGREEMENT on this
29th day of October, 1998.
MARKETER ACCESS ONE COMMUNICATIONS
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By: /S/ XXXXXXX XXXXXX By: /S/ XXXXX X. XXXXXX
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Xxxxxxx Xxxxxx Xxxxx X. Xxxxxx
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