NCIC
OPERATOR SERVICES
This Operator Service Subscriber Agreement (the "Agreement") is made this
22nd day of June, 2000 by and between NCIC Operator Services, (NCIC), a Texas
corporation, having its principal place of business at 000 Xxxx Xxxxxxx,
Xxxxxxxx, Xxxxx 00000, and SUBSCRIBER _____________________________________,
having its principal place of business at (address and phone/fax number, federal
tax I.D. number); PRIORITY INTERNATIONAL COMMUNICATIONS, INC., X.X. Xxx 00000,
Xxxxxx, XX 00000, Tax ID 74 2758092.
TERMS
Subject to the terms and conditions set forth in this Agreement, and unless
otherwise terminated pursuant to this Agreement, NCIC shall provide to
SUBSCRIBER access to the system (nearest NCIC switch center) for the purpose of
allowing SUBSCRIBER'S customers (herein so called) to place operator assisted
calls ("Traffic") from telephones, services and properties aggregated by
SUBSCRIBER.
1. Billing procedures. Customers shall have the option to submit
Operator Service (OSP) Traffic to NCIC using any of the following billing
procedures:
Approved telephone company calling cards with which NCIC has a
billing and collection agreement; Major credit cards (AmEx, MC, Visa, Discover,
etc as allowed under current agreements); Collect; and third party billing.
2. The term of this Agreement shall commence on the date set forth
and shall continue in full force and effect for a period of 12 months (the
"Original Term") unless otherwise terminated pursuant to this Agreement.
3. NCIC shall pay SUBSCRIBER for Operator Service traffic as
outlined in Attachment 1 with the following items taken into consideration:
(a) Monthly statements shall be mailed to SUBSCRIBER by NCIC
on or before the 30th day of each month for the calls billed pursuant to
Attachment 1 for the calendar month preceding the month in which the statement
shall be furnished or as otherwise agreed upon.
(b) NCIC will reserve an allowance for bad debt. The amount
is presently 0% at the signing of this contract.
(c) NCIC reserves the right to reduce rates if required by
the appropriate regulatory body of a particular state or federal territory.
(d) In the event SUBSCRIBER'S customer shall terminate it's
relationship with SUBSCRIBER, SUBSCRIBER shall receive expected commissions for
traffic carried under SUBSCRIBER'S agreement, whether commissions are payable
directly to customer or SUBSCRIBER.
(e) As allowed by regulatory bodies, NCIC will charge a $.40
non-commissionable surcharge to pay dial around compensation as required by FCC
CC Docket No. 96-128.
5. Confidentiality.
(a) All knowledge and information acquired, directly or
indirectly, by SUBSCRIBER during the Original Term of this Agreement or any
renewal hereof, concerning the business affairs and operations of NCIC,
including but not limited to all access and authorization codes, is deemed
confidential and proprietary to NCIC, will be held in trust and confidence by
SUBSCRIBER, its successors and assigns, and SUBSCRIBER shall have an absolute
duty to maintain in confidence such knowledge or information and prevent
disclosures to others. To these ends, SUBSCRIBER agrees to take all reasonable
steps necessary to insure that this knowledge and information are not made
available by SUBSCRIBER or by any of its agents, servants or employees.
SUBSCRIBER further agrees to take reasonable steps necessary to insure that all
of its agents, servants and employees who have access to such knowledge and
information shall observe and perform the provisions of this Section.
SUBSCRIBER agrees that any violation or threatened violation of any provision of
this section shall cause immediate and irreparable injury to NCIC and, in such
event, an injunction restraining SUBSCRIBER from such violation may be entered
against it, in addition to any other relief available to NCIC.
(b) All knowledge and information acquired, directly or
indirectly, by NCIC during the Original Term of this Agreement, or any renewal
hereof, concerning the business affairs and operations of SUBSCRIBER, including
but not limited to all access and authorization codes, is deemed confidential
and proprietary to SUBSCRIBER, will be held in trust and confidence by NCIC, its
successors and assigns, and NCIC shall have an absolute duty to maintain in
confidence such knowledge or information and prevent disclosure to others. To
these ends, NCIC agrees to take all reasonable steps necessary to insure that
this knowledge and information are not made available by NCIC or by any of its
agent, servants or employees who have access to such
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knowledge and information shall observe and perform the provisions of this
section shall cause immediate and irreparable harm to SUBSCRIBER and, in such
event, an injunction restraining NCIC from such violation may be entered against
it, in addition to any other relief available to SUBSCRIBER.
6. Indemnification and Release.
(a) NCIC shall not be liable or responsible, and shall be
saved and held harmless by SUBSCRIBER from an against any and all expenses
(including reasonable attorney's fees) claims and damages of every kind
whatsoever, including, but not limited to, damages for injury to or death of any
person or persons and for damage to or loss of any property; arising out of or
attributed, directly or indirectly, to the operations or performance of
SUBSCRIBER under this Agreement.
(b) NIC shall not be liable or responsible for, and
SUBSCRIBER releases and holds NCIC harmless from liability for consequential
damages alleged to result from or allegedly caused by the failure of NCIC's
system or operations.
7. Termination.
This agreement may be terminated for cause by either party upon
the giving of third (30) days written notice to the other party; provided,
however, that the other party given written notice shall have an opportunity to
cure the cause for termination within thirty (30) days after receipt of the
written notice of termination.
8. Miscellaneous.
(a) In the event that the performance by NCIC of any of its
obligations or undertakings hereunder shall be interrupted or delayed by any
occurrence and not occasioned by the conduct of NCIC, whether such occurrence by
an act of God or the common enemy or the result of war, riot, civil communities,
sovereign conduct, or the act or conduct of any person or persons set party or
privy herein, then NCIC shall be excused from such performance for such a period
of time as is reasonably necessary after such occurrence to remedy the effects
thereof.
(b) The obligations and undertakings of each of the parties
to this Agreement shall be performable in Xxxxx County, Texas and it is
therefore agreed that any cause of action, suit or arbitration based upon this
Agreement must be brought in Xxxxx County, Texas.
(c) SUBSCRIBER warrants that the undersigned has the full
authority to execute this Agreement and bind SUBSCRIBER to the terms and
provisions hereof.
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(d) It is expressly understood and agreed that SUBSCRIBER is
not an agent, employer, nor legal representative of NCIC and, unless
specifically authorized in writing to do so may not incur any obligations on
behalf of or in the same of NCIC.
NCIC SUBSCRIBER NAME
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Date 6/22/00
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ATTACHMENT 1
Domestic Commission:
Based on an assumption of 80% automated traffic, commissions will be 76% of
gross revenues.
Payments will be made weekly. 70% of gross revenues will be paid within 6
business days of closing week and remaining 6% will be paid 45 days after
closing week.
Bad debt 0% of commissions due and surcharge due.
NCIC SUBSCRIBER NAME
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