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EXHIBIT 10.25
RESALE AGREEMENT
BETWEEN
GTE MOBILNET SERVICE CORP.
AND
PAGEMART, INC.
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TABLE OF CONTENTS
PAGE
1. TERM 1
2. DEFINITIONS 1
3. LICENSE 2
4. INDEPENDENT PARTIES 2
5. SCOPE 2
6. LICENSOR RESPONSIBILITIES 3
7. RESELLER RESPONSIBILITIES 3
8. PUBLIC REGULATION 4
9. PRICING 4
10. BILLING 5
11. TERMS OF PAYMENT 5
12. SPECIAL PROGRAMS 5
13. PRECEDENCE OF DOCUMENTS 6
14. USE OF CONFIDENTIAL INFORMATION 6
15. PUBLICITY 7
16. COMPLIANCE WITH LAWS 7
17. FORCE MAJEURE 7
18. LIABILITY 8
19. ASSIGNMENT 9
20. TAXES 10
21. RECORDS 10
22. RIGHT OF ACCESS 10
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23. TERMINATION 11
24. DISPUTE RESOLUTION 12
25. NOTICES 13
26. NONWAIVER 14
27. SEVERABILITY 14
28. SECTION HEADINGS 14
29. SURVIVAL OF OBLIGATIONS 14
30. CHOICE OF LAW 14
31. ENTIRE AGREEMENT 14
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RESALE AGREEMENT
This Agreement is made as of the first day of July 1996, by and between
PageMart, Inc., a Delaware corporation, with offices for the purpose of this
Agreement located at 0000 Xxxxx Xxxxxxx Xxxxxxxxxx, Xxxxx 000, Xxxxxx, Xxxxx
00000 (hereinafter referred to individually or collectively as "LICENSOR") and
GTE Mobilnet Service Corp., a New York corporation with offices located at 000
Xxxxxxxxx Xxxxxx Xxxxxxx, Xxxxxxx, XX 00000 (hereinafter referred to as
"RESELLER").
WHEREAS, LICENSOR provides paging, voice messaging, and related messaging
services (hereinafter referred to as "SERVICES"); and
WHEREAS, RESELLER desires to contract with LICENSOR to resell such SERVICES and,
in connection therewith, to receive blocks of Personal Identification Numbers
(hereinafter referred to as "PINs") and Direct Inward Dialing numbers
(hereinafter referred to as "DIDs") that provide individual access to LICENSOR's
system and SERVICES for resale to members of the general public;
THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties agree as follows:
1. TERM
This Agreement shall be effective on July 1, 1996 and shall continue in
effect thereafter until October 30, 1996 unless terminated or modified by
either party in accordance with the provisions of this Agreement.
Thereafter, this Agreement shall be automatically be renewed for
consecutive 12 month periods unless terminated by RESELLER by written
notice to LICENSOR not less than thirty (30) days prior to the expiration
date. At the end of each twelve (12) month period either party shall have
the option to review Agreement terms and adjust such terms as are mutually
agreed upon by the parties.
2. DEFINITIONS
(a) CAP Code - The numeric code that identifies and is unique to each
pager placed in service on LICENSOR's Paging System
(b) DID - A local telephone number assigned by LICENSOR to identify a
specific pager on the LICENSOR's network. By dialing the DID, the
respective pager is activated.
(c) Equipment - Pagers and related message receiving devices.
(d) GTE Tel Ops - GTE Telephone Operations Group.
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(e) Paging Terminal - A paging central office switch that processes paging
calls.
(f) Paging System - A telecommunications network that provides paging and
related messaging services throughout a specific geographic area.
(g) PIN - Personal Identification Number. A specific number assigned by
LICENSOR to identify a pager on the LICENSOR's network. By entering
their PIN into LICENSOR's computer vial a touch-tone telephone, the
respective pager is activated.
(h) Subscriber - A person or entity that is the end user of the LICENSOR's
Paging System.
(i) Telephone Interconnect Charges - Those charges directly associated
with acquiring direct dial paging telephone numbers from the local
exchange carrier.
3. LICENSE
(a) LICENSOR grants RESELLER a non-exclusive license to resell LICENSOR's
SERVICES subject to the rules, regulations and decisions of the
Federal Communications Commission (hereinafter referred to as "the
FCC").
(b) RESELLER may, upon receipt of LICENSOR's prior written approval, be
authorized by LICENSOR to license its own sub-agents or affiliates for
the marketing, promotion and resale of LICENSOR's SERVICES, provided
that RESELLER shall be responsible for the observance by its
sub-agents, affiliates, or sub-licensees of the terms and conditions
of the Agreement.
4. INDEPENDENT PARTIES
Each party is an independent contractor. Except as provided in this
Agreement, neither party shall have the right, power or authority to act or
to create any obligation, express or implied, on behalf of the other party.
All sales by RESELLER shall be in its own name and for its own account
5. SCOPE
(a) This Agreement is non-exclusive and RESELLER is under no obligation to
LICENSOR to resell any certain amount of SERVICES.
(b) LICENSOR hereby agrees to provide SERVICES in an efficient, economic
and timely fashion in accordance with generally accepted commercial
and business practices.
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6. LICENSOR RESPONSIBILITIES
(a) LICENSOR shall provide RESELLER's Subscribers with access to its
Paging System and shall use its good faith efforts to provide
continuous network service in the geographical locations where
LICENSOR is legally authorized and has the facilities to provide
SERVICES.
(b) The SERVICES provided by LICENSOR shall include but not be limited to:
(1) Numeric display - as long as there is frequency space available,
unlimited numeric display paging; and
(2) Alpha-numeric - as long as there is frequency space available,
unlimited alpha-numeric paging.
(c) LICENSOR shall assign and coordinate all telephone and CAP code
numbers in order to ensure the compatible initiation of SERVICES to
Subscribers placed on LICENSOR's Paging System.
7. RESELLER RESPONSIBILITIES
(a) RESELLER shall promote, solicit, market and take all reasonable
actions, in the exercise of due diligence and good faith, to secure
Subscribers for LICENSOR's Paging System.
(b) RESELLER shall be solely responsible for providing all sales,
Equipment and customer support services to its Subscribers. RESELLER
further agrees that all EQUIPMENT provided to its Subscribers shall be
compatible with the existing transmission system of LICENSOR.
(c) RESELLER shall be solely responsible for all xxxxxxxx to and
collections from its Subscribers, including but not limited to the
sending of monthly bills, collection of amounts owed or past due, and
the collection and return of all applicable taxes on such SERVICES or
Equipment rentals.
(d) RESELLER shall provide and mail all announcements or notices required
to be mailed to its Subscribers as required by any regulatory agency.
(e) RESELLER shall assign CAP codes, DIDs and PINs to its Subscribers only
from the group of CAP codes, DIDs and PINs assigned to RESELLER by
LICENSOR. RESELLER shall ensure that a given CAP code, DID or PIN is
not assigned to more that one pager, provided that LICENSOR has not
given RESELLER duplicate CAP codes, DIDs or PINs, which were then
assigned in violation of this provision without the fault or knowledge
of RESELLER.
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(f) RESELLER shall maintain and keep in good working order all
Equipment leased by RESELLER to its Subscribers pursuant to
the terms of this Agreement, in accordance with all
manufacturer's specifications and the provisions of the filed
tariffs of LICENSOR.
8. PUBLIC REGULATION
(a) It is understood that the ultimate control and responsibility
for the standard and quality of SERVICES required under the
provisions of and license issued by the FCC to LICENSOR shall
be retained, rest and remain the prerogative and obligation
solely of LICENSOR. No provision of this Agreement shall be
construed as vesting in RESELLER any control whatsoever of the
radio communication facilities and operations of LICENSOR.
(b) This Agreement is subject to all of the terms and conditions
of LICENSOR's outstanding authorizations from the FCC and the
utility regulatory agencies in the states to which this
Agreement pertains, as such tariffs and authorizations are
presently in effect or as they may hereafter be revised.
Nothing in this Agreement shall be construed so as to impair
or diminish LICENSOR's control over the facilities of the
applicable stations.
(c) This Agreement shall be subject to the approval of the FCC and
the local state regulatory agency, if such approval shall be
required.
(d) This Agreement shall be terminated, amended, revised, or
supplemented immediately if required by the FCC or the local
state regulatory agency.
(e) The imposition by the FCC or local state regulatory agency of
any amendments, revisions, deletions or supplements to this
Agreement shall thereby relieve LICENSOR and RESELLER of any
obligations or liabilities to the other resulting from the
provisions of this Agreement which were ordered amended,
revised, deleted or supplemented.
9. PRICING
(a) RESELLER hereby agrees to pay LICENSOR the charges and fees
for SERVICES specified in Exhibit A in accordance with the
terms and conditions contained herein.
(b) The charges and fees specified in Exhibit A shall commence at
the time RESELLER activates each particular number in
LICENSOR's Paging System. Such charges shall continue for each
number for a minimum of thirty (30) days, and thereafter until
the number in questions is canceled
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or otherwise disconnected in accordance with the provisions herein.
When a number is activated in the middle of a month, the applicable
rate will be prorated to the first of the following month so that all
subsequent bills will be tendered thereafter on a monthly basis.
(c) Price decreases arising during the term of this Agreement shall be
immediately passed on to RESELLER and shall be in effect for all
current and new Subscriber units.
(d) LICENSOR warrants and represents that the prices for SERVICES
hereunder are no less favorable than those currently extended to any
other similarly situated National RESELLER of LICENSOR of the same or
like classification as RESELLER for the same volume/minimum commitment
levels achieved by RESELLER for the same or like SERVICES.
(e) Where allowable by the state regulating authority, the prices charged
by RESELLER to its Subscribers for all SERVICES shall be determined
solely by RESELLER. In states where tariff rates are required,
RESELLER may operate under its own tariff or the tariff of LICENSOR.
10. BILLING
LICENSOR shall provide RESELLER with a hard copy statement each month which
identifies the number of DIDs or PINs billed at the applicable rates. At
the reasonable request of RESELLER, LICENSOR shall also provide monthly
billing in an electronic format.
11. TERMS OF PAYMENT
Payment shall be due thirty (30) days after the date or the receipt of
LICENSOR's invoice, whichever is later.
12. SPECIAL PROGRAMS
Concurrently herewith, LICENSOR and RESELLER are entering into (i) a
Representation Agreement, and (ii) a Trial Lease Program substantially in
the forms attached hereto as Exhibit B and Exhibit C, respectively, and
incorporated herein for all purposes. The Representation Agreement provides
for compensation to RESELLER for the promotion of LICENSOR Products and
SERVICES (as such terms are defined in the Representation Agreement). The
Trial Lease Program provides for the lease to RESELLER of Products (as
defined in the Trial Lease Program) from LICENSOR and the subsequent lease
by RESELLER of such Products to RESELLER's Subscribers.
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13. PRECEDENCE OF DOCUMENTS
All orders for SERVICES placed during the term hereof shall be subject to
and governed by the provisions contained herein. The terms and conditions
of this Agreement shall control over any conflicting or inconsistent terms
contained in any order placed with LICENSOR by RESELLER. Notwithstanding
the foregoing, as to the subject matter there of the terms and conditions
of the Representation Agreement or Trial Lease Program, as the case may be,
shall control over any conflicting or inconsistent terms and conditions
contained in this Agreement.
14. USE OF CONFIDENTIAL INFORMATION
(a) Any specifications, drawings, sketches, models, samples, tools,
computer programs, technical information, or confidential business
information or data furnished by the parties to one another hereunder,
if in writing and clearly marked as "confidential" at the time of
disclosure, or if oral and designated as confidential at the time of
disclosure as well as summarized in writing indicating the
confidential nature of the same within twenty (20) days of disclosure
(hereinafter called "Confidential Information") shall remain the
property of the supplier of such Information. All copies so such
Confidential Information in written, graphic or other tangible form
shall be returned to the supplier upon request.
(b) For the purposes of this Agreement, Confidential Information shall not
include any information that:
(1) was previously known to the recipient;
(2) is subsequently received by the recipient free from any
obligation to keep it confidential;
(3) is independently developed by the receiving party; or
(4) was or is subsequently made public by the supplier or a third
party, without breach of any obligation of confidentiality.
All Confidential Information shall be treated as confidential and not
disclosed by the recipient, and shall be used by the recipient only in
connection with fulfilling the obligations of the recipient that arise
pursuant to this Agreement, unless the prior written consent of the
supplier is obtained. Confidential Information shall only be distributed to
those employees who have a need to know.
(c) Each party shall treat the other's Confidential Information in
accordance with a standard of care reasonably calculated to prevent
inadvertent or
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accidental disclosure. Nothing herein shall be construed as waiving
the right of any party to require the other party to execute a
written non-disclosure agreement, containing reasonable additional
terms and conditions, prior to the supplying of particular
Confidential Information from time to time.
15. PUBLICITY
The parties agree to submit to one another for written approval all
advertising, sales promotion, press releases and other publicity matters
relating to the SERVICES furnished or the SERVICES performed by them
pursuant to this Agreement whereby their respective names or marks are
mentioned or language from which the connection of said names or marks
therewith may be inferred or implied, and the parties further agree not to
publish or use such advertising, sales promotions, press releases, or
publicity matters without such prior written approval. Such approval shall
not be unreasonably withheld or delayed by either party.
16. COMPLIANCE WITH LAWS
The parties hereto shall comply with the provisions of all applicable
federal, state, county and local laws, ordinances, regulations and codes
(including procurement of required permits or certificates) in their
respective performance hereunder, including, but not limited to, the
standards promulgated under the Occupational Safety and Health Act,
Executive Order 11246, as amended, relative to Equal Employment
Opportunity, Section 503 of the Vocational Rehabilitation Act of 1973, as
amended, and Section 402 of the Vietnam Era Veterans Readjustment
Assistance Act of 1974 and all applicable laws, orders and regulations
concerning immigrants and non-discrimination in the employment of
minorities, females, veterans and the handicapped. Each party hereby agrees
to indemnify the other party, and defend the same against, any claims, loss
or damage sustained because of its noncompliance hereunder.
17. FORCE MAJEURE
Neither LICENSOR nor RESELLER shall be responsible for any delay or failure
in performance of any part of this Agreement to the extent that such
delay or failure is caused by event beyond its control, which may include,
but not be limited to, fire, flood, explosion, war strike, embargo,
government requirement, civil or military authority, and acts of God
("Condition(s)"). If any such Condition(s) occurs, the party delayed or
unable to perform shall promptly give notice to the other party and, if
such Condition(s) remains at the end of thirty (30) days thereafter, the
party affected by the other's delay or inability to perform may elect to
terminate or suspend this Agreement or part thereof, and resume performance
of this Agreement once the Condition(s) ceases, with an option in
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the affected party to extend the period of this Agreement up to the length
of time the Condition(s) endured.
18. LIABILITY
(a) Notwithstanding anything to the contrary herein, each party shall
indemnify and save harmless the other from any loss or damages
(including reasonable attorney's fees) incurred by the other because
of claims, suits, or demands based on personal injury or death or
property damage or third party claims, suits or demands of any kind,
to the extent such loss or damage is caused by or results from the
negligent or willful acts or omissions of the other or its employees
or agents. The indemnifying party shall receive the full opportunity
and authority to assume the sole defense of and settlement of such
suits. The indemnified party agrees to furnish to the indemnifying
party upon request all information and reasonable assistance available
to the indemnified party for defense against any such suit, claim, or
demand.
(b) LICENSOR makes no warranty, either express or implied concerning its
facilities, products, or SERVICES, including, without limitation,
warranties of merchantability or fitness for a particular purpose.
RESELLER acknowledges that service interruptions in the
telecommunications industry frequently are due to circumstances beyond
a carrier's control and are difficult to assess as to cause or
resulting damages. The parties agree that LICENSOR shall not be liable
beyond the actual and direct loss arising out of any mistakes,
omissions, interruptions, delays, errors, or defects in transmission
of pages on LICENSOR's Paging System. However LICENSOR's liability
shall in no event exceed an amount equivalent to the proportionate
charge to RESELLER for the period of the disruption of SERVICES or the
amount of five hundred dollars ($500), whichever is less. LICENSOR
shall not be liable for any act or omission of any other entity
furnishing SERVICES to RESELLER. Neither party shall be liable for any
special, incidental or other consequential damage or losses, including
without limitation lost profits, or for loss of stored, transmitted or
recorded data, even if it has been advised of the possibility of such
damages, nor shall either party be liable for any such damages due to
the fault or negligence of the other party or its employees, agents,
or representatives.
(c) All work performed under this Agreement by any party shall be
performed as an independent contractor and not as an agent of any
other party. Persons furnished by the respective parties shall be
solely the employees or agents of such parties, respectively, and
shall be under the sole and exclusive direction of such parties. They
shall not be considered employees of the other party for any purpose.
Each party shall be
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responsible for compliance with all laws, rules and
regulations involving their respective employees or agents,
including (but not limited to) employment of labor, hours of
labor, health and safety, working conditions and payment of
wages. Each party shall also be responsible, respectively,
for payment of taxes, including federal, state, and municipal
taxes, chargeable or assessed with respect to its employees or
agents, such as social security, unemployment, workers'
compensation, disability insurance and federal and state
income tax withholding.
(d) RESELLER and LICENSOR each agree to maintain during the term
hereof all insurance and/or bonds required by law or this
Agreement, including, but limited to (1) Workers' Compensation
and related insurance as prescribed by applicable law; (2)
employer's liability insurance with limits of at least $100,000
for each occurrence, and (3) comprehensive general liability
insurance including products liability, and, if the use of
motor vehicles is required, comprehensive motor vehicle
liability insurance, each with limits of at least $500,000 for
combined single limit for bodily injury, including death,
and/or property damage. RESELLER and LICENSOR each shall cause
the other to be included as an Additional Insured under their
respective policies and RESELLER's and LICENSOR's appropriate
coverage under such policies shall be primary. RESELLER and
LICENSOR each shall furnish certificates or evidence of the
foregoing insurance indicating the amount and nature of such
coverage, the expiration date of each policy, and stating that
no material change or cancellation of any such policy shall be
effective unless thirty (30) days advanced written notice is
given to the party named as an Additional Insured.
Notwithstanding the above, LICENSOR and RESELLER shall each
have the option, where permitted by law, to self-insure any or
all of the foregoing risks.
19. ASSIGNMENT
(a) Except as otherwise provided herein, the rights and
obligations of the parties hereunder shall neither be assigned
nor delegated without prior written consent of the other
party, provided that any party may assign or delegate their
respective rights and obligations hereunder, in whole or in
part, to any parent, subsidiary or affiliate of RESELLER or
LICENSOR that was such a parent, subsidiary or affiliate at
the time of execution of this Agreement upon prior written
notice to the other. Such assignment shall not diminish any
rights or duties that LICENSOR or RESELLER may have had prior
to the effective date of assignment.
(b) The limitation on assignment does not apply to an assignment
confined solely to monies due or to become due under this
Agreement, provided RESELLER or LICENSOR is given thirty (30)
days prior written notice of such assignment. An assignment of
monies shall be void to the extent
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that it attempts to impose upon RESELLER or LICENSOR obligations to
the assignee in addition to the payment of such monies, or to preclude
RESELLER or LICENSOR from dealing solely and directly with the other
in all matters pertaining hereto, including negotiation of amendments
or settlement of amounts due. If RESELLER or LICENSOR makes such an
assignment, it is and shall remain responsible for payment hereunder.
20. TAXES
RESELLER shall be liable for and shall reimburse LICENSOR for actual
payments of any Retailers' Excise Taxes, state and local sales and use
taxes, or any similar taxes as applicable, with respect to transactions
under this Agreement. Taxes payable by RESELLER shall be separately stated
in LICENSOR'S invoices and shall not be included in LICENSOR's prices.
RESELLER shall not be liable for any tax for which a valid exemption
certificate acceptable to the applicable state or local taxing authorities
is furnished by RESELLER to LICENSOR.
21. RECORDS
(a) LICENSOR shall maintain complete and accurate records of all amounts
billable to and payments made by RESELLER hereunder, in accordance
with generally accepted accounting practices. LICENSOR shall retain
such records for a period of three (3) years from the date of
rendering of SERVICES covered by this Agreement. LICENSOR agrees to
provide supporting documentation concerning any disputed amount of
invoice to RESELLER within thirty (30) days after RESELLER provides
written notification of the dispute to LICENSOR. LICENSOR shall retain
such records for three (3) years from date of invoice.
(b) RESELLER's original Subscriber records shall be and remain the
property of RESELLER. LICENSOR shall be entitled at LICENSOR's expense
during normal business hours to make copies of such records directly
relating to information verifying the number of Subscribers or
compliance by RESELLER to the terms of this Agreement.
22. RIGHT OF ACCESS
LICENSOR and RESELLER shall each permit reasonable access during normal
working hours to its facilities in connection with work hereunder. No
charge shall be made for such visits. It is agreed that reasonable prior
notification shall be given when access is required.
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23. TERMINATION
(a) RESELLER may terminate this Agreement without cause, effective
immediately, upon written notice to LICENSOR in the event RESELLER's
resale activities are combined with the resale activities of GTE Tel
Ops under the Resale Agreement between GTE Tel Ops and LICENSOR dated
November 1, 1993 (Resale Combination). In the event of a Resale
Combination, all of RESELLER's subscribers will be transferred to the
account of GTE Tel Ops and the terms and conditions provided in the
Resale Agreement dated November 1, 1993 shall thereafter govern.
Termination shall not affect any order placed prior to the date of
termination.
(b) Either party may terminate this Agreement, effective immediately,
without liability for said termination, upon written notice to the
other party, if any of the following events occur:
(1) The other files a voluntary petition in bankruptcy;
(2) The other is adjudged bankrupt;
(3) A court assumes jurisdiction of the assets of the other under a
federal reorganization act;
(4) A trustee or receiver is appointed by a court for all or a
substantial portion of the assets of the other;
(5) The other becomes insolvent or suspends its business;
(6) The other makes and assignment of its assets for the benefits of
its creditors, except as required in the ordinary course of
business;
(7) The identity of the other's business is materially changed by
sale of its business, transfer of control of its outstanding
stock, merger or otherwise.
(c) Either party may immediately terminate this Agreement for a material
breach or default of any of the terms, conditions or covenants of this
Agreement by the other, provided that such termination may be made
only following the expiration of a thirty (30) day period during which
the other party has failed to cure such breach after having been given
written notice of such breach.
(d) In the event of a material breach of default by LICENSOR, provided
that LICENSOR has failed to cure the same within thirty (30) days of
its
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receipt of RESELLER's written notice of default, or if said default
cannot be cured within a thirty (30) day period,' LICENSOR has failed
to commence and diligently pursue curing such a default, RESELLER
shall be under no obligation to continue to provide LICENSOR's
SERVICES to its Subscribers, and RESELLER shall have the right to
assign those Subscribers to another paging service.
24. DISPUTE RESOLUTION
(a) The parties desire to resolve disputes arising out of this Agreement
without litigation. Accordingly, except for action seeking a temporary
restraining order or injunction related to the purposes of this
Agreement, or suit to compel compliance with this dispute resolution
process, the parties agree to use the following alternative dispute
resolution procedure as their sole remedy with respect to any
controversy or claim arising out of or relating to this Agreement or
its breach.
(b) At the written request of a party, each party shall appoint a
knowledgeable, responsible representative to meet and negotiate in
good faith to resolve any dispute arising under this Agreement. The
parties intend that these negotiations be conducted by non-lawyer,
business representatives. The discussions shall be left to the
discretion of the representatives. Upon agreement, the
representatives may utilize other alternative dispute resolution
procedures such as mediation to assist in the negotiations.
Discussions and correspondence among the representatives for
purposes of these negotiations shall be treated as confidential
information developed for purposes of settlement, exempt from
discovery and production, which shall not be admissible in the
arbitration described below or in any lawsuit without the concurrence
of all parties. Documents identified in or provided with such
communications, which are not prepared for purposes of the
negotiations, are not so exempted and may, if otherwise admissible,
be admitted in evidence in the arbitration or lawsuit.
(c) If the negotiations do not resolve the dispute within sixty (60) days
of the initial written request, the dispute shall be submitted to
binding arbitration by a single arbitrator pursuant to the Commercial
Arbitration Rules of the American Arbitration Association. A party may
demand such arbitration in accordance with the procedures set out in
those rules. Discovery shall be controlled by the arbitrator and shall
be permitted to the extent set out in this Section. Each party may
submit in writing to a party, and that party shall so respond, to a
maximum of any combination of thirty-five (35) (none of which may have
subparts) of the following: interrogatories, demands to produce
documents and requests for admission. Each party is also entitled to
take the oral deposition of one (1) individual of another
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party. Additional discovery may be permitted upon mutual agreement
of the parties. The arbitration hearing shall be commenced with sixty
(60) days of the demand for arbitration and the arbitration shall be
held in Dallas, Texas. The arbitrator shall control the scheduling so
as to process the matter expeditiously. The parties may submit written
briefs. The arbitrator shall rule on the dispute by issuing a written
opinion within thirty (30) days after the close of hearings. The times
specified in this Section may be extended upon mutual agreement of the
parties or by the arbitrator upon a showing of good cause. Judgment
upon the award rendered by the arbitrator may be entered in any court
having jurisdiction.
(d) Each party shall bear its own cost of these procedures. A party
seeking discovery shall reimburse the responding party the cost of
production of the documents (to include search time and reproduction
time costs). The parties shall equally share the fees of the
arbitration and the arbitrator.
25. NOTICES
Any notice or demand given under the terms of this Agreement or pursuant to
statute shall be in writing and shall be given or made by telegram,
facsimile transmission, certified or registered mail, express mail or other
overnight delivery service or hand delivery, proper postage or other
charges paid and addressed or directed to the respective parties as
follows:
To RESELLER:
GTE Mobilnet Corp.
000 Xxxxxxxxx Xxxxxx Xxxxxxx
Xxxxxxx, XX 00000
Attention: Director-Vertical Services
To LICENSOR:
PageMart
0000 Xxxxx Xxxxxxx Xxxxxxxxxx
Xxxxx 000
Xxxxxx, Xxxxx 00000
Attention: Vice President-Division General Manager
Such notice or demand shall be deemed to have been given or made when
actually received or seventy-two (72) hours after being sent, whichever
occurs first.
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The address for notice set out above may be changed at any time by giving
thirty (30) days prior written notice in the manner above.
26. NONWAIVER
Either party's failure to enforce any of the provisions of this Agreement
and/or any purchase order, or to exercise any option hereunder, shall in no
way construed as a waiver of such provisions, rights, or options, or in any
way be deemed to affect the validity of this Agreement or any purchase
order.
27. SEVERABILITY
Should any part of this Agreement for any reason be declared invalid by
order of any court or regulatory agency, such order shall not affect the
validity of any remaining portion, which shall remain in force and effect
as if this Agreement had been executed with the invalid portion eliminated,
and it is hereby declared the intention of the parties that they would have
executed the remain portion of this Agreement without including therein any
such part or portion which may, for any reason be hereafter declared
invalid.
28. SECTION HEADINGS
The headings of the sections herein are inserted for convenience only and
are not intended to affect the meaning or interpretation of this Agreement.
29. SURVIVAL OF OBLIGATIONS
The respective obligations of LICENSOR and RESELLER under this Agreement
which by their nature would continue beyond the termination, cancellation
or expiration hereof, shall survive termination, cancellation or expiration
hereof.
30. CHOICE OF LAW
The construction, interpretation and performance of this Agreement shall be
governed by and construed in accordance with the domestic laws of the state
of Delaware.
31. ENTIRE AGREEMENT
This Agreement and the exhibits hereto constitute the entire agreement
between LICENSOR and RESELLER. No modifications shall be made this
Agreement unless in writing and signed by appropriate representatives of
the parties.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement through
their authorized corporate representatives.
PAGEMART, INC. GTE MOBILNET SERVICE CORP.
By: /s/ XXXX XXXX By: /s/ XXXXX XXXXX
------------------------- ------------------------------------
Name: Xxxx Xxxx Name: Xxxxx Xxxxx
Title: Vice President, Title: Vice President,
Strategic Alliances Product Management
Attested By: /s/ X.X. XXXXX
---------------------------------------
Name: X. X. Xxxxx
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Vice President
Title: Finance & Information Management
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