RESELLER AGREEMENT
This Reseller Agreement (the "Agreement"), dated as of this 31st day of
December, 1998, by and between Aquis Communications, Inc., a Delaware
corporation formerly known as BAP Acquisition Corp. ("Aquis"), and Cellco
Partnership, a Delaware partnership doing business as Xxxx Atlantic Mobile
("Cellco"), and Xxxx Atlantic Paging, Inc., a Delaware corporation ("BAPCO").
WITNESSETH:
WHEREAS, Aquis has entered into an Asset Purchase Agreement (the "Asset
Purchase Agreement") dated as of July 2, 1998, among Aquis, BAPCO and the other
Sellers named therein (collectively, with BAPCO, the "Sellers"), pursuant to
which, among other things, Aquis is purchasing certain assets of the Sellers;
and
WHEREAS, as a condition to Aquis consummating the transactions
contemplated by the Asset Purchase Agreement, Cellco has agreed to enter into
this Agreement; and
WHEREAS, Aquis provides paging and related communication services
utilizing the FCC licenses set forth on Exhibit A attached to and hereby made a
part of this Agreement (collectively, the "Aquis Services"), and resells paging
and related communication services provided by third-party operators
(collectively, the "Third-Party Services"); and
WHEREAS, Cellco wishes for the transactions contemplated in the Asset
Purchase Agreement to be consummated, and wishes to obtain from Aquis the
non-exclusive right to resell the Aquis Services and Third-Party Services on the
terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the premises, and of the mutual
promises and agreements herein contained, and intending to be legally bound, the
parties hereby agree as follows:
1. License.
(a) Aquis grants to Cellco a non-exclusive license to resell Aquis
Services to retail customers ("Retail Subscribers"). Aquis acknowledges that
Cellco may act as an agent or reseller of paging services provided by service
providers other than Aquis, and agrees that nothing in this Agreement shall
restrict or limit Cellco's freedom to sell, resell or distribute any such
services, even if such services compete directly with the services provided by
Aquis. Nothing herein shall limit Cellco's right to sell, convert, transfer, or
otherwise assign Retail Subscriber accounts to any other paging system.
Reseller Agreement
(b) Aquis shall make available to Cellco, on a non-exclusive basis,
upon the same prices and terms obtained by Aquis from its respective vendors,
for resale by Cellco to Retail Subscribers, any and all Third-Party Services
which Aquis has the right to obtain from third-party service providers from time
to time. Aquis shall, during the term of this Agreement, use commercially
reasonable efforts to maintain its right to obtain Third-Party Services from
AirTouch Paging, Metrocall, Destineer, ConXUs and National Dispatch Company.
(c) Neither Cellco nor BAPCO shall, within the geographic service
areas covered by the FCC Licenses (as defined in the Asset Purchase Agreement),
knowingly, directly or indirectly, sell to resellers or other third parties
paging products or services utilizing frequencies which as of the date of this
Agreement are allocated to and authorized primarily for paging services, which
are to be sold under any name and for any account other than that of Cellco or
BAPCO. Nothing contained herein shall preclude Cellco or BAPCO, or their agents
or subagents, from offering services to end users under Cellco's names, trade
names or service marks, and Cellco is expressly authorized to distribute Aquis
Services and Third-Party Services to agents and subagents for purposes of such
sales.
(d) Aquis agrees that it will offer to Cellco all services that it
offers to other resellers or to its own subscribers, unless Aquis is prohibited
from offering certain services to resellers by the terms of any agreement with a
vendor providing Aquis with services. If, notwithstanding any such prohibition,
Aquis permits any other reseller to obtain such service, then Cellco shall have
the right to similarly obtain such service, at a mutually agreed upon and
negotiated rate.
2. Term. The initial term of this Agreement shall be for three (3) years
from the date of this Agreement and may be renewed by Cellco for additional
one-year terms, upon Cellco's notice to Aquis at least ninety (90) days prior to
the expiration of the then current term of its intention to renew this
Agreement. This Agreement may be terminated prior to expiration of any term as
set forth in this Agreement.
3. Quality of Paging Service.
(a) Aquis hereby represents, warrants and covenants that, at all
times, the Aquis Services (a) shall materially comply with the specifications
set forth in Exhibit B, attached hereto and incorporated herein by reference, to
the extent the communications services offered by Sellers utilizing the FCC
Licenses prior to the date hereof ("Sellers' Services") complied with such
specifications, (b) shall be materially consistent with industry standards
applicable to services substantially similar to the Aquis Services, to the
extent Sellers' Services were so consistent, (c) shall be fit for use in the
manner intended, and (d) shall not infringe any trademark, trade secret, patent,
copyright or other intellectual property right of any person or entity. Aquis
further represents and warrants that it is in compliance with all laws,
regulations, and orders applicable to, and has filed and obtained all necessary
permits and governmental approvals for the provision and resale of, the Aquis
Services, except where a failure to be in such compliance or to so file and
obtain would not reasonably be expected to materially and adversely affect the
Aquis Services.
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Reseller Agreement
Attached hereto as Exhibit C is a schedule listing known deficiencies and
works-in-progress in the Aquis paging network as of the date of this Agreement.
Aquis agrees to correct such deficiencies and complete such works-in-progress by
the respective dates shown on Exhibit C
(b) Cellco will report to Aquis any material problems with respect
to the Aquis Services that it becomes aware of. Aquis shall address and resolve
as promptly as possible any material complaints or concerns raised by Cellco or
Retail Subscribers with respect to the Aquis Services, and Cellco will
reasonably cooperate in resolving such complaints and concerns.
4. Additional Obligations of Aquis.
(a) Aquis shall not during the term of this Agreement directly
solicit business from any Retail Subscriber. For purposes of this Section 4(a),
"business" means the business of selling or leasing one-way pagers and providing
one-way paging services to customers, and "direct solicitation" does not include
any general advertising or maintenance of retail points of presence.
(b) Aquis will provide Cellco with documentation and such other
materials as appropriate in Aquis's reasonable judgment to use the Aquis system.
(c) Aquis will provide Cellco with at least sixty (60) days written
notice prior to initiating any changes in its network or facilities which may
adversely impact Cellco or Retail Subscribers. Cellco shall have the right to
terminate this Agreement if any such changes materially adversely impact
Cellco's obligations or benefits under this Agreement.
(d) Aquis will maintain the licenses to provide the Aquis Services
hereunder. If Aquis ceases to provide services to a region or market previously
serviced under this Agreement, Cellco shall have the right to terminate this
Agreement effective immediately as to such region or market, and Aquis shall
reimburse Cellco for all costs incurred in relocating Retail Subscribers to
alternative service providers.
(e) Aquis agrees to provide Cellco direct access to its billing
system to facilitate the service activation and account maintenance processes,
but only to the extent that Cellco had access to BAPCO's billing system prior to
the date hereof. Both Aquis and Cellco agree to bear their respective system
costs for this arrangement. Aquis and Cellco shall each furnish and pay for all
equipment and software to enable secure and redundant telecom facilities for
this arrangement, at their respective locations, but only to the extent
similarly done between BAPCO and Cellco prior to the date hereof.
5. Equipment.
(a) Aquis agrees to make available to Cellco pagers and paging
equipment at Aquis's wholesale cost therefor, as supplies and inventories permit
for the purpose of reselling the Aquis Services. Cellco shall not be required to
purchase any such equipment from Aquis, and
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shall be free to obtain pagers and paging equipment for sale or rent to Retail
Subscribers from other sources.
(b) Cellco agrees that all paging equipment placed in service on the
Aquis paging system under this Agreement will be compatible with such system.
Aquis shall advise Cellco of any changes in its paging system that affect
compatibility with paging equipment. If any such modification results in any
cost or expense to Cellco (e.g., costs to purchase/exchange pagers, mailing,
administration, stranded inventory, and other out-of-pocket expenses), Aquis
shall reimburse Cellco for such costs and expenses. Aquis will give Cellco
reasonable advance notice of any modifications that would affect equipment
compatibility. If Aquis changes paging protocols or formats, such notification
shall be given no less than six (6) months in advance of implementation of the
modified protocols or formats.
(c) Cellco shall act solely on its own behalf and not as an agent or
contractor of Aquis in connection with the rental, sale and maintenance of any
equipment relating to the paging services delivered by Aquis hereunder. Cellco
shall maintain and keep in good working order and condition all such equipment
leased by Cellco to subscribers.
(d) Cellco shall provide and mail at its own expense all
announcements and notices required by law to be mailed to subscribers.
6. Cap Codes. Aquis will reasonably assign and coordinate cap codes for
the pagers connected to Aquis Services. Cellco will assign cap codes to Retail
Subscribers only from the group of cap codes assigned to Cellco by Aquis.
7. Compensation.
(a) Cellco shall pay to Aquis (i) a minimum monthly charge of
$99,400 (the "Minimum Retail Payment"), constituting payment in full for 37,000
Retail Subscriber paging units in service for Aquis Services (the "Minimum
Retail Subscriber Commitment"), which Minimum Retail Payment shall be due only
for the first thirty (30) months of the term of this Agreement (or until the
earlier termination of this Agreement in accordance with its terms), and (ii) a
monthly charge of $1.50 per month (the "Retail Overage Rate") for each active
Aquis Services Retail Subscriber paging unit in service in excess of the Minimum
Retail Subscriber Commitment (or, following termination of the Minimum Retail
Payment obligation, for each active Aquis Services Retail Subscriber paging unit
in service).
(b) To the extent that, in any month, there are fewer than 37,000
active Aquis Services Retail Subscriber paging units in service, Cellco shall
nevertheless make the Minimum Retail Payment for such month, but shall be
entitled to apply the overpayment amount against any amounts in excess of the
Minimum Retail Payment which may payable in any subsequent month. To the extent
that Cellco's aggregate payments to Aquis for any month exceed the Minimum
Retail Payment, such excess may be applied to offset the Minimum Retail Payment
for any subsequent month or months in the event that, in any such subsequent
month, there shall not be at
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least 37,000 active Aquis Services Retail Subscriber paging units in service.
The offset amount shall be calculated at the rate of $2.69 per Aquis Services
Retail Subscriber paging unit in service underage.
(c) Notwithstanding anything to the contrary contained herein, for
purposes of computing the amounts to be paid to Aquis hereunder, Retail
Subscriber paging units in service shall not include any paging units in service
which Cellco or BAPCO may secure or sell utilizing Aquis Services pursuant to
Section 1.8 of the Asset Purchase Agreement (which provides for Cellco or BAPCO
to act as a "middleman" between certain resellers and Aquis in certain specified
situations, all as more fully provided for therein).
(d) Aquis represents, warrants and covenants that the Retail Overage
Rate does not and shall not exceed the rates offered to any other reseller for
like services at like volumes, except for services and volumes provided under
the Official Service Agreement of even date herewith between Aquis and Xxxx
Atlantic Network Services, Inc. (the "Official Service Agreement"). If Aquis
offers services to any other reseller for lower rates at like volumes, except
for services and volumes provided under the Official Service Agreement, Aquis
shall promptly offer and provide such lower rate to Cellco.
8. Billing.
(a) Aquis shall invoice Cellco monthly for all sums due pursuant to
this Agreement, which invoice shall set forth the number of billed units for the
month and such other information and detail as Cellco may reasonably request,
and Cellco agrees to pay all such invoiced amounts owing for the services
provided hereunder to Aquis not later than thirty (30) days after receipt of the
invoice.
(b) Cellco shall be entitled, upon its written request, to a credit
for interruptions in service which last (i) in excess of 24 hours and affect at
least one-half of the transmitters on a given frequency, or (ii) in excess of 48
hours and affect at least one transmitter. Such credit amounts shall be
determined on a prorated basis, and applied against future invoices. Cellco
shall notify Aquis within forty-five (45) days after the interruption of any
such requests for credit.
(c) Cellco shall receive all payments from Retail Subscribers to the
Aquis Services secured by Cellco and shall be responsible with respect to those
subscribers for all billing, collection of payments and security deposits and
bad debt recovery.
9. Advertising, Promotion and Publicity. Each party's logos, trademarks
and service marks are and shall be the sole and exclusive property of that
party. The other party shall not use such marks or name except with the prior
written consent of the owner party and such party shall immediately discontinue
any such authorized use upon termination of this Agreement or written notice
from the owner party. Neither party shall issue or otherwise permit to be
published any
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Reseller Agreement
press releases or public statements regarding this Agreement without the other
party's prior written consent.
10. Default.
(a) The occurrence of any of the following shall constitute an event
of default:
(i) Failure to make any payment when due which is not cured
within five (5) business days after notice of such default is given to the
defaulting party;
(ii) A party, pursuant to or within the meaning of any
Bankruptcy Law (as hereinafter defined): (A) commences a voluntary case or
proceeding; (B) consents to the entry of an order for relief against it in an
involuntary case or proceeding; (C) consents to the appointment of a receiver,
trustee, custodian or other similar official for it or for all or substantially
all of its property; or (D) makes a general assignment for the benefit of its
creditors;
(iii) A court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that (A) is for relief against a party; (B)
appoints a receiver, trustee, custodian or other similar official for a party or
for all or substantially all of its properties; or (C) orders the liquidation of
a party; and in each of (A), (B) or (C) the order or decree remains unstayed and
in effect for sixty (60) days;
(iv) Material failure to observe or perform any of the
covenants contained in this Agreement or in any other agreement or document
executed pursuant hereto which is not cured within thirty (30) days after notice
of such default is given to the defaulting party;
(v) The occurrence of an Event of Default under the Secured
Promissory Note of even date herewith from Aquis to the order of Xxxx Atlantic
Paging, Inc.
For purposes of this Agreement, the term "Bankruptcy Law" means Xxxxx 00, Xxxxxx
Xxxxxx Code or any substantially similar Federal or state law for the relief of
debtors and the protection of creditors, and the rules and regulations
thereunder.
(b) Upon and at any time during the continuance of an event of
default, the party not in default shall have the right to terminate this
Agreement by notice to the other.
11. Assignment. Either party, upon written notice to the other, may assign
this Agreement, in whole or in part, or any of the rights, duties and
obligations under this Agreement only to its parent or to a wholly-owned
subsidiary of itself or its parent. The foregoing notwithstanding, it is
expressly agreed that any assignment of moneys or accounts receivable shall be
void to the extent that it attempts to or does impose upon Cellco obligations to
the assignee additional to the payment of such moneys or preclude Cellco from
dealing solely and directly with
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Aquis in all matters pertaining hereto, including the negotiation of amendments
or settlements of amounts due.
12. Force Majeure. Neither party shall be liable for interruption, delays,
errors or defects in transmission, or failure to transmit when caused by act of
God, fire, war, acts of government, civil or military authorities, or other
cause beyond its control.
13. Representations and Warranties.
(a) Aquis represents and warrants as follows:
(i) Aquis is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware and has all
requisite corporate power and authority to own, operate and lease its
properties, to carry on its business as now being conducted and to enter into
this Agreement and perform its obligations hereunder.
(ii) The execution and delivery of this Agreement by Aquis has
been duly and validly authorized and approved by all necessary action and this
Agreement is valid and binding upon Aquis.
(iii) The execution and performance of this Agreement and
compliance with the provisions hereof by Aquis will not, to the best of Aquis's
knowledge, violate any provision of law, and will not, with or without the
giving of notice and/or the passage of time, conflict with or result in any
breach of any of the terms or conditions of, or constitute a material default
under, any indenture, mortgage, agreement, or other instrument to which Aquis is
a party or by which it is bound.
(b) Cellco represents and warrants as follows:
(i) Cellco is a partnership duly organized and validly
existing under the laws of the State of Delaware and has all requisite
partnership power and authority to own, operate and lease its properties, to
carry on its business as now being conducted and to enter into this Agreement
and perform its obligations hereunder.
(ii) The execution and delivery of this Agreement by Cellco
has been duly and validly authorized and approved by all necessary action and
this Agreement is valid and binding upon Cellco.
(iii) The execution and performance of this Agreement and
compliance with the provisions hereof by Cellco will not, to the best of
Cellco's knowledge, violate any provision of law, and will not, with or without
the giving of notice and/or the passage of time, conflict with or result in any
breach of any of the terms or conditions of, or constitute a material default
under, any indenture, mortgage, agreement, or other instrument to which Cellco
is a party or by which it is bound.
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Reseller Agreement
14. Relationship of the Parties.
(a) At all times during the term of this Agreement each of Aquis and
Cellco shall endeavor to render prompt, courteous and efficient service to the
other and to the public and will be governed by the standards of honesty,
integrity, and fair dealing.
(b) The parties hereto are independent contractors. Neither party is
authorized to act as an agent for, or legal representative of, the other party
nor shall either party have authority to assume or create any obligation on
behalf of, or binding upon, the other party. Cellco shall not represent itself
as an agent of Aquis.
15. Confidentiality.
(a) All information which is disclosed in connection with this
Agreement by one party to another party and which is by its nature confidential
or proprietary shall be protected hereunder as Confidential Information.
(b) The receiving party shall, for a period of two (2) years from
the later of the date of disclosure or the termination of this Agreement, use
the same care and discretion to limit disclosure of such Confidential
Information as it uses with Confidential Information of its own of the same
nature which it does not desire to disclose or disseminate, including but not
limited to taking steps to:
(i) restrict disclosure of Confidential Information solely to
its employees, advisors or representatives with a need to know and not disclose
such Confidential Information to any other parties;
(ii) advise all receiving party employees, advisors or
representatives with access to the Confidential Information of the obligation to
protect the Confidential Information provided hereunder and obtain the
employees', advisors' and representatives' agreement in writing to be so bound;
and
(iii) use the Confidential Information provided hereunder only
for purposes expressly provided for herein and for no other purposes.
(b) The obligations imposed upon the parties hereto shall not apply
to Confidential Information:
(i) which is made public by the disclosing party;
(ii) which the receiving party can demonstrate was already in
the possession of the receiving party at the time of disclosure by the
disclosing party and not subject to an existing agreement of confidence;
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Reseller Agreement
(iii) which is received from a third party without restriction
and without breach of this Agreement;
(iv) which is independently developed by the receiving party
as evidenced by its records; or
(v) which the receiving party is required to disclose pursuant
to a valid order of a court or other governmental body or any political
subdivision thereof; provided, however, that the recipient of the Confidential
Information shall first have given notice to the disclosing party.
(c) Nothing contained in this Agreement shall be construed as
granting or conferring any rights by license or otherwise in any Confidential
Information disclosed to the receiving party. All Confidential Information shall
remain the property of the disclosing party and upon the termination of this
Agreement, all such information shall be returned by the receiving party to the
disclosing party upon written request. Any abstracts, notes, memoranda or other
documents containing any Confidential Information or any description, summary or
analysis of any Confidential Information shall be destroyed by the receiving
party, which destruction shall be certified in writing by an officer of the
receiving party.
16. Miscellaneous.
(a) Notices. Unless otherwise provided herein, any notice, request,
instruction or other document to be given hereunder by a party to the other
party shall be in writing and shall be deemed to have been given upon receipt if
delivered by hand or sent by certified or registered mail postage prepaid, or
the next business day if sent by a prepaid overnight courier service, and in
each case at the respective addresses set forth below or such other address as
such party may have fixed by notice:
If to Cellco or BAPCO, addressed to:
Cellco Partnership
d/b/a Xxxx Atlantic Mobile
000 Xxxxxxxxxx Xxxxxx Xxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
Attention: Xxxxxx X. Xxxxxxxx
with a copy to:
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Reseller Agreement
Cellco Partnership
d/b/a Xxxx Atlantic Mobile
000 Xxxxxxxxxx Xxxxxx Xxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
Attention: General Counsel
If to Aquis, addressed to:
Aquis Communications, Inc.
0000X Xxxxx 00, Xxxxx 000
Xxxxxxxxxx, XX 00000
with a copy to:
Xxxxxxxx Xxxxx Xxxxxxxx Xxxx & Ballon LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxxx, Esq.
(b) Arbitration. In the event that there shall be a dispute among
the parties arising out of or relating to this Agreement, the parties agree that
such dispute shall be resolved by final and binding arbitration before one
arbitrator if such dispute involves an amount less than $150,000 and if such
dispute involves an amount equal to or in excess of $150,000 then before a panel
of three arbitrators, in either case, in New York, New York administered by the
American Arbitration Association ("AAA"), in accordance with AAA's commercial
rules of practice then in effect or such other procedures as the parties may
agree to prior to the Closing. Any award issued as a result of such arbitration
shall be final and binding between the parties thereto, and shall be enforceable
by any court having jurisdiction over the party against whom enforcement is
sought. The arbitrator shall have the authority in his or her discretion to
award to the prevailing party the fees and expenses of such arbitration
(including reasonable attorneys' fees) or any action to enforce an arbitration
award. Solely for purposes of an action to enforce an arbitration award under
this section, the parties each hereby consent to the jurisdiction of the Supreme
Court of the State of New York and the service of process therein.
(c) Governing Law. The interpretation and construction of this
Agreement, and all matters relating hereto, shall be governed by the laws of the
State of New York without reference to its conflict of laws provisions.
(d) Amendments and Waivers. This Agreement may not be amended or
modified except by written instrument duly executed by each of the parties. No
term or provision of this Agreement may be waived without the written consent of
the party entitled to the benefit thereof by a written instrument duly executed
by such party.
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Reseller Agreement
(e) No Third Party Beneficiaries. No person other than the parties
to this Agreement shall be entitled to enforce any of the provisions of this
Agreement.
(f) Access to Information. Aquis and Cellco (and each relevant
Affiliate thereof) shall provide reasonable opportunity for the other party to
examine its relevant records in order to verify compliance with the terms of
this Agreement.
(g) Counterparts. This Agreement may be executed in one or more
counterparts, each of which counterparts shall be deemed to be an original, and
all such counterparts shall constitute one and the same instrument.
(h) Non-Conflict. Each party warrants that no obligation provided
for herein is in conflict with any other contractual obligation of either party
with any third party.
(i) Binding Effect. This Agreement and the rights and obligations of
the parties shall inure to the benefit of and be binding upon the parties and
their successors and permitted assignees.
(j) 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 if, the intention of the parties would be reflected by the remaining
portion of this Agreement without including therein any such part or portion
which may, for any reason, be hereafter declared invalid.
(k) Non-Waiver. The waiver, express or implied, by either party, of
any rights or of any failure to perform or breach by the other party shall not
constitute or be deemed a waiver of any other right hereunder or any other
failure to perform or breach by the other party, whether of a similar or
dissimilar nature.
(l) Amendments. This Agreement may not be changed or modified except
by a written agreement, executed on behalf of both parties.
(m) Entire Agreement. The parties have read this Agreement and all
of its attachments and agree to be bound by its terms, and further agree that it
constitutes the complete statement of the agreement between them which
supersedes all proposals, oral or written, and all other communications between
them relating to the subject matter of this Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first set forth above.
CELLCO PARTNERSHIP AQUIS COMMUNICATIONS, INC.
By: Xxxx Atlantic Mobile, Inc., its
Managing General Partner
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxx X. Xxxxxxxx
----------------------------------- -------------------------------
Name: Xxxxxx X. Xxxxxx Name: Xxxx X. Xxxxxxxx
Title: President Title: President
XXXX ATLANTIC PAGING, INC.
By: /s/ Xxxxxx X. Belascio
-----------------------------------
Name: Xxxxxx X. Belascio
Title: President
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Reseller Agreement
EXHIBIT A
PAGING LICENSES
The Aquis Services comprise the provision of paging and related communications
services using the following FCC licenses, any authority derived from such
Licenses for fill-in sites associated therewith, and any authority held by Aquis
with respect to the 157.89 MHz frequency associated with the 152.63 MHz
frequency.
FCC License Call Signs
KAA891 KGA586 KGI785 KNKI454
KEK300 XXX000 XXX000 XXXX000
XXX000 XXX000 KIC347 XXXX000
XXX000 XXX000 XXX000 XXXX000
XXX000 XXX000 XXX000 XXX000
XXX000 KGH861 KLF628 KWH310
KGA585
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EXHIBIT B
PAGING SERVICES, SPECIFICATIONS, AND PERFORMANCE STANDARDS
PAGING NETWORK PERFORMANCE STANDARDS
System Availability: See Exhibit C
Response Time: See Exhibit C
Scheduled Downtime o 7 day advance notification
(per Network Frequency): o Off-hours downtime (12:00am - 5:00am)
o See Exhibit C
Unscheduled Downtime: o Immediate notification (emergency)
BILLING SYSTEM ACCESS
System Availability: 7:00 am to 11:00 pm - 7 days per week
Activation Response Time: 60 seconds or less
Test Page: Immediately following activation, subject to
paging network response time above
Scheduled Downtime: o 7 day advance notification (during hours
of availability)
Unscheduled Downtime: o Immediate notification (emergency)
o Not more than 48 hours for interruption
in service which affect at least one-half
of the transmitters on a given frequency.
o Not more than 24 hours for interruption
in service which affect at least one such
transmitter.
SUPPORT
Reseller Operational Support: o See Exhibit C
Marketing/Sales Support: Designated single point of contact
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Billing System Support: o Designated single point of contact
o Contact list, with back-up designees and
escalation procedures and contacts, to
include phone, pager and cellular
telephone numbers
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