EXHIBIT 10.27
INTER-TEL
TOTALEASE PROGRAM
LEASE AGREEMENT
OFFICE ADDRESS
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CITY COUNTY
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STATE ZIP
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LOCATION OF EQUIPMENT IF OTHER THAN BELOW:
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CITY COUNTY
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EQUIPMENT DESCRIPTION:
AS STATED ON ATTACHED SCHEDULE 1
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Dear Lessee: We have written this lease in plain language because we want
you to fully understand its terms. Please read your copy of this lease
carefully and feel free to ask us any questions you may have about it. We
use the words YOU and YOURS to mean the lessee indicated below. The words
WE, US, and OUR refer to the lessor indicated below. The words THE BRANCH
refer to the branch office of Inter-Tel Communications, Inc. or Inter-Tel
DataCom, Inc. with which you have entered into a separate agreement to
install and maintain the equipment you are leasing. The words BRANCH
AGREEMENT refer to the agreement between you and the Branch for the
installation, maintenance and warranty of the equipment.
1. LEASE AGREEMENT: You agree to lease from us and we agree to
lease to you the equipment listed above, which you agree will be used for
business purposes only. You promise to pay us the sum of all of the rental
payments indicated on the schedule above and/or attached, which sum can be
calculated by multiplying the number of payments times the payment amount
indicated on the schedule(s). You may request, from time to time, that
additional equipment be added to this agreement. If we agree to add the
equipment, you agree that the additional equipment added will become a part
of this agreement and also agree to pay the additional rental payments due.
2. ORDERING EQUIPMENT: You request that we arrange delivery of the
equipment to you by the Branch. If the equipment has not been delivered,
installed, and accepted by you within forty-five (45) days from the date
that we ordered the equipment, we may on ten (10) days written notice to
you terminate the lease and our obligations to you. In the event that we
have issued a purchase contract or order for the equipment, you agree that
the purchase order or contract is acceptable to you. If you have entered
into a purchase contract for the equipment, you agree to assign it to us,
effective when we pay for the equipment.
3. NO WARRANTIES: We are leasing the equipment to you "AS IS." WE
MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF FITNESS FOR
A PARTICULAR PURPOSE OR ORDINARY USE IN CONNECTION WITH THIS LEASE. If the
Branch or anyone else has made a representation or warranty to you as to
the equipment or any other matter, you agree that any such representation
or warranty shall not be binding on us, nor shall the breach of such
relieve you of, or in any way affect, any of your obligations to us under
this lease. If the equipment is not satisfactory for any reason, you shall
make your claim only against the Branch and you shall nevertheless pay us
all rent payable under this lease. So long as you are not in default under
any of the terms of this lease, we transfer to you any warranties made to
us by the Branch, manufacturer or supplier. You understand and agree that
only an authorized officer of Inter-Tel Leasing, Inc. is authorized to
waive or change any term or condition of this lease and no change is valid
until and unless it is reduced to writing and signed by both parties. YOU
AGREE THAT, REGARDLESS OF CAUSE, YOU WILL NOT ASSERT ANY CLAIM WHATSOEVER
AGAINST US FOR LOSS OF PROFITS YOU EXPECTED TO MAKE OR ANY OTHER DIRECT,
SPECIAL OR INDIRECT DAMAGES. You acknowledge that we shall not be
responsible for any service, repairs, or maintenance of the equipment. We
are not a party to the Branch Agreement or any other agreements between you
and the Branch, and even if you have a dispute regarding any maintenance or
service provided by the Branch, you will continue to pay us all payments
due under this lease and all schedules to this lease. We agree to use our
best efforts, on your behalf, to cause the Branch to perform its
obligations under the Branch Agreement.
4. NON-CANCELABLE LEASE: Except as provided by the upgrade
provision contained in the Branch Agreement, this lease cannot be cancelled.
ACCEPTED: INTER-TEL LEASING, INC. LESSEE (FULL LEGAL NAME)
0000 Xxxxxxxx Xxxxx, #000
Xxxxxxx, Xxxxx 00000
By:_______________________________ _____________________________
Title:____________________________ _____________________________
Billing Address
_____________________________
City County State Zip
_____________________________
Phone Date
_____________________________________________________________________
Delivery and Acceptance of Equipment
I HEREBY CERTIFY, ON BEHALF OF THE
LESSEE, THAT ALL OF THE EQUIPMENT (THE UNDERSIGNED CERTIFIES
TO BE LEASED HAS BEEN DELIVERED THAT THE EQUIPMENT SHALL BE
AND INSTALLED. THE INSTALLATION USED FOR BUSINESS PURPOSES
AND ALL OTHER WORK NECESSARY FOR AND AGREES THAT NO MODIFICA-
THE EQUIPMENT'S USE HAS BEEN TION TO THIS LEASE WILL BE
SATISFACTORILY COMPLETED. THE EFFECTIVE UNLESS MADE IN
DELIVERY DATE IS THE DATE THIS WRITING AND SIGNED BY BOTH
ACCEPTANCE IS SIGNED. PARTIES.)
Signature:_________________________ Signature:____________________
Print Name:________________________ Print Name:___________________
PERSONAL GUARANTY
I guarantee that the lessee will make all payments and pay all the other
charges required under this lease when they are due and will perform all
other obligations under this lease fully and promptly. I also agree that
you may make other arrangements with the lessee and I will still be
responsible for those payments and other obligations. You do not have to
notify me if the lessee fails to meet all of its obligations under the
lease. If lessee fails to meet all of its obligations, I will immediately
pay in accordance with the default provisions of the lease all sums due
under the original terms of the lease and will perform all other
obligations of the lessee under the lease. I will reimburse you for all
the expenses you incur in enforcing any of your rights against the lessee
or me, including attorney fees. If this is a corporate guaranty, it is
authorized by the Board of Directors of the guaranteeing corporation. If
this is a partnership guaranty, it is authorized under the partnership
agreement. THIS GUARANTY SHALL BE GOVERNED BY THE LAWS OF THE STATE OF
TEXAS. I AGREE AND CONSENT THAT XXX XXXXX XX XXX XXXXX XX XXXXX, XXXXXX XXXXXX
OR ANY FEDERAL DISTRICT COURT HAVING JURISDICTION IN THAT COUNTY SHALL HAVE
JURISDICTION AND SHALL BE PROPER LOCATION FOR THE DETERMINATION OF DISPUTES
ARISING UNDER THIS LEASE. I agree and consent that you may serve me by
registered or certified mail, which will be sufficient to obtain
jurisdiction. I waive trial by jury in any action between us.
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PERSONAL GUARANTOR SIGNATURE PRINT NAME SOCIAL SECURITY # DATED
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PERSONAL GUARANTOR SIGNATURE PRINT NAME SOCIAL SECURITY # DATED
SCHEDULE 2
TO
BRANCH AGREEMENT FOR
INSTALLATION, MAINTENANCE AND WARRANTY OF EQUIPMENT
AXXESS 4.3 (60 MONTHS)
This Schedule 2 more particularly identifies the Customer's options
relating to Add-On, Equipment Rates, Renewal Options, Upgrade Capability,
and Transfer Cost for System Relocation once signed by the Customer becomes
a part of the Agreement between NetVoice Technologies, LLC and the branch.
I. Add-On Equipment Rates
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A. The following listed equipment can be added at any time
during the term of the Agreement at the following rates and
as long as such additions are within the system's
capacities.
EQUIPMENT MONTHLY RATES
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B. There will be no additional charges for installation if the
equipment is added to the present office location. Any
detached locations will be priced with additional labor and
material charges in effect at the time of such installation.
C. The Customer agrees that Add-On Equipment orders are subject
to credit approval, and the Customer cannot be in default of
this Agreement or the Lease Agreement.
II. Renewal Options
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A. The Customer has the option to renew this Agreement for an
additional term of three (3) years which period of time
shall be defined as the Renewal Option Term.
B. The monthly rental price for the Renewal Option Term shall
be equal to fifty percent (50) of the rental rate in effect
at the time of the renewal including supplements.
C. The Maintenance and Warranty provisions contained in this
Agreement shall continue in full force and effect during the
Renewal Option Term.
D. The Add-On Equipment Rates as specified in Article I hereof
shall be applicable for the duration of the Renewal Option Term.
E. The election of a Renewal Option Term by the Customer is
subject to and contingent upon the election and option of
Inter-Tel to purchase and pay for any purchase option due on
said equipment.
III. Upgrade Capability
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The Customer is hereby granted the option to upgrade its system
with Inter-Tel with no financial penalties or cancellation
charges. Inter-Tel guarantees that the upgraded system rates
will be the same as offered to other customers with the same
system. In order to qualify, the Customer hereby agrees to the
following provisions:
A. At least twenty-four (24) payments shall have been received
by Inter-Tel on this Agreement
B. The central operating unit and substantially all of the
station equipment of the current system must be replaced
and/or upgraded with either (1) a large capacity unit, or
(2) an equal or larger capacity unit relative to a newer
technology providing additional features and capabilities.
In either event, the number of installed telephones or phone
lines must be equal or greater than the current system.
C. The Customer cannot be in default on this Agreement, and the
upgrade is subject to credit approval.
IV. Transfer Cost for System Relocation
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The Customer is hereby granted the right to have Inter-Tel
perform the labor of relocating the system at a thirty-percent
(30%) discount of the standard published rate of Inter-Tel in
effect at the time of relocation of the system.
________________________________________
Signature by Customer for Identification
SCHEDULE 1
EQUIPMENT ITEMIZATION AND SYSTEM FEATURES
FOR: NETVOICE TECHNOLOGIES, LLC
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1 MF-Rated 50-Unit PAL Software
1 AXXESS Main Control Node
1 AXXESS Power Supply (9 AMP)
1 AXXESS CPU 112 with Memory & Software
1 AXXESS V4.3 CPU 112 Software
1 AXXESS V4.3 Database Programming Software
1 AXXESSORY Talk 4 Pork 110 Hour
1 Digital Station Card (16 Stations per Card)
1 Central Office Loop Start Card (4 Lines per Card)
1 Central Office Daughter Card (4 Lines per Card)
1 System Options Card
1 Digital Signal Processor Chip
1 PC Data Port Module (PCDPM)
1 Modem Data Port Module (MDPM)
1 DSP PAL for 2 Digital Signal Processor's
9 Standard Telephone with Display
1 Executive Telephone
1 PC Wall-Mount Shelf
1 Modem Kit
1 AXXESS Owner's Guide
9 AXXESS Standard Terminal User Guide
1 AXXESS Executive Terminal User Guide
APPROVED AND ACCEPTED BY
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Customer
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Inter-Tel
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Date
