EXHIBIT 10.12
EXECUTION COPY
SERVICES AGREEMENT
This Services Agreement ("Agreement") is entered into as of September 30,
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1999 by and among Infonet Services Corporation, a company organized under the
laws of the State of Delaware, U.S.A. ("ISC"), AUCS Communications Services
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v.o.f., a general partnership organized under the laws of The Netherlands
("AUCS"), as herein represented by AUCS N.V. (as hereinafter defined), AUCS
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Communications Services N.V., a company organized under the laws of The
Netherlands, ("AUCS N.V.", and AUCS and AUCS N.V. collectively together with all
of their direct and indirect subsidiaries, the "AUCS Entities" and each an "AUCS
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Entity"), Unisource N.V., a company organized under the laws of The Netherlands
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("Unisource"), Unisource Pan-European Services B.V., a company organized under
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the laws of the Netherlands ("Unisource Sub"), Briap B.V., a company organized
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under the laws of the Netherlands ("Unisource Nominee"), Telia AB, a company
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organized under the laws of Sweden ("Telia"), KPN Telecom B.V., a company
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organized under the laws of The Netherlands ("KPN"), and Swisscom AG, a company
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organized under the laws of Switzerland ("Swisscom" and together with Telia and
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KPN, the "Indirect AUCS Stockholders") (each a "Party", and collectively the
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"Parties").
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WHEREAS, Infonet desires to purchase Services (as defined below) from AUCS;
WHEREAS, AUCS desires to sell to Infonet the Services on the terms and for
the prices set forth in this Agreement;
WHEREAS, in order to induce ISC to enter into this Agreement, the Indirect
AUCS Stockholders desire to guarantee that AUCS will exist and be able to
perform its obligations hereunder; and
WHEREAS, all Exhibits to this Agreement are incorporated herein by
reference.
NOW, THEREFORE, in consideration of the foregoing and the mutual promises
and covenants set forth herein, the Parties agree as follows:
1. DEFINITIONS
As used throughout this Agreement, the following shall have the meanings
set forth below unless otherwise indicated:
1.1 "Infonet" shall mean, collectively, (i) ISC, (ii) each current or
future corporation or entity owned or under the common control of ISC, (iii) any
of ISC's current or future subsidiaries, and (iv) any current or future
corporate entity (or subsidiary thereof) whose primary business is to conduct
data communications or other related activities, and such entity has entered
into a legal relationship with ISC or any of its affiliates whereby such
corporation has the right to conduct business under the trademark and tradename
of "Infonet", which entities, as of the date of this Agreement, are listed in
Exhibit B, as it may be amended from time to time by ISC upon notice to
Unisource and consent of Unisource which will not be unreasonably withheld or
delayed.
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1.2 "Services" shall mean the services set forth on Exhibit A.
1.3 "Arbitration Rules" shall mean the rules of the LCIA in accordance
with which any LCIA arbitration will be conducted, or such amended rules as the
LCIA may have adopted hereafter to take effect before the commencement of the
arbitration.
1.4 Other Definitions. In this Agreement, the capitalized terms
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listed below shall have the meanings given to them in the Sections of this
Agreement cross referenced below.
"Agreement" shall have the meaning set forth in the
Introduction;
"Arbitrators" shall have the meaning set forth in
Section 11.4.3;
"Arbitration Rules" shall have the meaning set forth in
Section 1.3;
"AUCS" shall have the meaning set forth in the
Introduction;
"AUCS Entity" and "AUCS Entities" shall have the meaning
set forth in the Introduction;
"AUCS N.V." shall have the meaning set forth in the
Introduction;
"Effective Date" shall have the meaning set forth in
Section 4.1;
"Guarantors" shall have the meaning set forth in
Section 10;
"Indirect AUCS shall have the meaning set forth in the
Stockholders" Introduction;
"Infonet" shall have the meaning set forth in
Section 1.1;
"ISC" shall have the meaning set forth in the
Introduction;
"KPN" shall have the meaning set forth in the
Introduction;
"LCIA" shall have the meaning set forth in
Section 11.4.2;
"Losses" shall have the meaning set forth in Section
7;
"Parties" shall have the meaning set forth in the
Introduction;
"Party" shall have the meaning set forth in the
Introduction;
"Services" shall have the meaning set forth in Section
1.2;
"Swisscom" shall have the meaning set forth in the
Introduction;
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"Telia" shall have the meaning set forth in the
Introduction;
"Term" shall have the meaning set forth in
Section 4.1;
"Unisource" shall have the meaning set forth in the
Introduction;
"Unisource Nominee" shall have the meaning set forth in the
Introduction;
"Unisource Sub" shall have the meaning set forth in the
Introduction;
2. SALE OF SERVICES
2.1 AUCS agrees to sell to Infonet and Infonet shall have the
non-transferable right to purchase the Services set forth on Exhibit A.
2.2 A commercially workable ordering procedure for the Parties
concerned will be put in place for processing orders of Services. The Indirect
AUCS Stockholders will respectively cooperate fully using reasonable efforts to
enable completion of the implementation of, and migration of contracts into,
"Project Resolve" as described by AUCS by the end of January 2000.
3. RATES FOR SERVICES
3.1 AUCS shall supply to Infonet all Services requested by Infonet
at the prices and upon the terms and conditions set forth in Exhibit A;
provided, however, that for individually specified, identified and invoiced
items such as (without limitation) leased lines, hardware, or any other items or
service for which AUCS must pay a third party will be provided at prices not to
exceed the cost actually paid by AUCS to the third party provider. AUCS may
charge a xxxx-up on such services to the extent that such a xxxx-up is currently
charged to or agreed by the relevant distributor.
3.2 The price for services which are not set forth in Exhibit A shall
be negotiated on a case-by-case basis and on an arm's length basis. Not more
than once in any calendar year, Unisource may, at its own cost and expense,
appoint an independent external auditor to perform a review of the parties'
compliance with the preceding sentence. If the auditor determines that there has
been any material non-compliance with this Section 3.2, the Parties shall
renegotiate the non-complying prices on an arm's length basis in compliance with
this Agreement.
4. TERM AND TERMINATION
4.1 This Agreement shall become effective as of October 01, 1999,
00:01a.m.(the "Effective Date") and shall remain in effect until terminated in
accordance with Section 4.2 and Section 4.3 (the "Term").
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4.2 Any Party may terminate this Agreement (i) upon 180 days written
notice to the other Parties, or (ii) upon written notice, if an order is made or
a resolution is passed for the winding up of ISC or any AUCS Entity or if an
order is made for the appointment of an administrator to
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manage the affairs, business and property of ISC or any AUCS Entity or if a
receiver is appointed over any of ISC's or any AUCS Entity's assets or
undertaking or if circumstances arise which entitle a court or a creditor to
appoint a receiver or manager or which entitle a court to make a winding-up
order or if ISC or any AUCS Entity takes or suffers any similar or analogous
action in consequence of debt.
4.3 AUCS shall have the right to terminate this Agreement on 30 days
written notice to ISC if any payment due under Section 5 is more than 30 days
overdue for payment and there is no bona fide dispute between the Parties as to
the amount payable.
5. BILLING AND PAYMENT PROCESS
On a monthly basis, AUCS shall deliver to ISC a monthly invoice listing the
charges and applicable taxes payable by Infonet for provision of the Services,
rendered in the previous month, provided pursuant to this Agreement. ISC shall
pay the AUCS Invoice within 60 days of receipt provided that, on the first
anniversary of the Effective Date, the payment period shall be reviewed by the
Parties with a view to reducing it to 45 days from receipt of invoices. ISC is
expressly responsible for paying AUCS regardless of whether or not its customers
have paid for their use of the applicable Services.
6. WARRANTIES AND UNDERTAKINGS
6.1 Each Party other than AUCS NV and AUCS represents, warrants, and
undertakes to the other that as of the date of this Agreement and at all times
during the Term, it has the right, power, authority, and ability to execute,
deliver and perform this Agreement, and is under no obligation or restriction,
nor will it assume any such obligation or restriction, that does or would in any
material way interfere or conflict with its expressly stated obligations under
this Agreement.
6.2 Each of AUCS NV and AUCS represent and warrant to ISC that as of
the date of this Agreement, it has the right, power, authority, and ability to
execute, deliver and perform this Agreement, and are under no obligation or
restriction that does or would in any material way interfere or conflict with
their expressly stated obligations under this Agreement.
7. INDEMNIFICATION
AUCS hereby agrees to be solely responsible for the performance of its
acts, duties and responsibilities under this Agreement, and for the acts, duties
and responsibilities of its officers, employees, and agents; and AUCS further
agrees to indemnify Infonet, its officers, employees and agents, and to hold
harmless Infonet, its officers, employees and agents, and at AUCS's expense, to
defend Infonet, its officers, employees, and agents, from and against any third
party claims, demands, causes of action, loss, cost and expense (collectively
"Losses"), arising from, in connection with or based upon the actions or
omissions of AUCS, its officers, employees or agents, under (i) this Agreement
or (ii) any distribution agreements pursuant to which Infonet is reselling any
of the services, provided that AUCS will not be liable to Infonet, its officers,
employees and agents pursuant to this Section 7, (i) unless the amount otherwise
due to Infonet
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in a claim exceeds Euro 25,000 and (ii) if, but only to the extent that such
losses are incurred as a result of any willful misconduct or negligence on the
part of ISC.
8. USE OF TRADEMARKS
8.1 AUCS shall grant to Infonet, for the Term, a limited right to use
any and all trademarks identifying AUCS as the provider of Services to
customers. AUCS grants Infonet the right to give authorization to third parties
to use said trademarks in connection with the provision of the Services, if so
required.
8.2 Each Party shall exercise commercially reasonable care in the use
of the trademarks of the other Parties in order to protect such other Party's
ownership and right in the trademarks, including, without limitation, on request
of the Party owning such trademark, identification of such Party as the owner
thereof in an appropriate manner adjacent to the actual description of the xxxx
on the subject materials.
8.3 The use of the trademarks, and approval thereof, shall in no way
invest any title, right, or other ownership interest in ISC of AUCS's
trademarks.
8.4 The use of the trademarks, and approval thereof, shall in no way
invest any title, right, or other ownership interest in AUCS of ISC's
trademarks.
8.5 No Party shall be entitled to register the xxxx of another Party
as a trademark, tradename, service xxxx or domain name in any country or
territory worldwide.
9. DOCUMENTATION AND MARKETING MATERIALS
AUCS shall supply as reasonably requested by Infonet, current end-user
documentation, system specifications, interface specifications, product
descriptions, and any and all other materials furthering the understanding,
selling, marketing, promoting, distributing, and supporting of Services.
Prices for specialized documentation will be negotiated on a case-by-case
basis. Each Party agrees to observe requirements of confidentiality of the other
Parties and third parties and the standards of proper copyright and any other
proprietary notices with respect to the use of materials as referred to in this
Section 9.
10. GUARANTEE
10.1 In consideration of ISC entering into this Agreement, the
Indirect AUCS Stockholders (the "Guarantors") hereby severally unconditionally
guarantee to ISC and its successors, transferees and assigns the due and
punctual performance and observance by the AUCS Entities of all the AUCS
Entities' obligations and the punctual discharge by the AUCS Entities of all the
AUCS Entities' liabilities to Infonet or and/or any other Parties contained in
or arising under this Agreement, arising out of the insolvency of the AUCS
Entities or arising under any other circumstances which cause the AUCS Entities
to be unable to perform their contractual
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obligations under this Agreement, provided that such failure by the AUCS
Entities to comply with their obligations under this Agreement shall not have
been a direct result of any action taken by ISC.
10.2 As an independent and primary obligation, without prejudice to
Section 10.1, the Guarantors hereby unconditionally and irrevocably agree to
indemnify and keep indemnified ISC against all and any losses, costs, claims,
liabilities, damages, demands and expenses suffered or incurred by Infonet
arising from failure of any AUCS Entity to comply with any of its material
obligations or discharge any of its liabilities under this Agreement or arising
from the termination of this Agreement or by reason of the AUCS Entities not
being at any time, or ceasing to be, liable in respect of the obligations and
liabilities purported to be assumed by them in accordance with the express terms
of this Agreement, provided that such failure by the AUCS Entities to comply
with their obligations under this Agreement shall not have been a direct result
of any action taken by ISC.
10.3 The guarantee and indemnity contained in this Section 10 shall
be a continuing guarantee and indemnity and shall continue in full force and
effect until all liabilities or purported liabilities of the AUCS Entities
arising under, and all monies owing or payable or purported to be owing or
payable by the AUCS Entities under this Agreement or arising from any
termination of this Agreement, have been paid, discharged or satisfied in full
and notwithstanding any insolvency or winding up of any AUCS Entity or any
change in the status of any AUCS Entity.
10.4 The Guarantors shall not be exonerated or discharged nor shall
their liability be affected by any forbearance, whether as to payment, time,
performance or otherwise howsoever, or by any other indulgence being given to
any AUCS Entity or by any variation of the terms of this Agreement or by any
act, thing, omission or means whatever which, but for this provision, might
operate to exonerate or discharge the Guarantors from their obligations under
the guarantee and indemnity contained in this Section 10.
11. GENERAL PROVISIONS
11.1 Export Control Laws. The Parties agree to comply with all laws and
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regulations governing or otherwise applicable to the import, export, sale or
marketing of Services, including without limitation all laws and regulations
governing competition, restrictive practices and sales of the Services. Neither
Party shall knowingly combine with, aid or assist anyone to violate any such law
or regulation.
11.2 Assignment. No Party shall assign this Agreement in whole or in
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part, nor any interest herein without the written consent of the other Parties,
which consent shall not be unreasonably withheld or delayed.
11.3 Severability. If any term, provision, covenant or condition of
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this Agreement is held by a court of competent jurisdiction to be invalid, void,
or unenforceable, the rest of the Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.
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11.4 Governing Law.
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11.4.1 This Agreement shall be governed by and construed under
English law, without reference to the choice of law provisions thereof.
Accordingly any dispute arising out of or having any connection with this
Agreement shall be decided exclusively in accordance with English law; provided
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that all such disputes shall be referred, in the first instance, to the
respective chief executive officers of respective Parties concerned for
resolution.
11.4.2 If a dispute, after having first been discussed by the
chief executive officers of each of the relevant Parties (provided that if the
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dispute is between ISC and an AUCS Entity, the matter shall be discussed between
the chief executive officers of ISC and Unisource), is not resolved by the said
chief executive officers within a maximum of 14 days, the dispute shall be
referred to and finally resolved by arbitration under the London Court of
International Arbitration ("LCIA") Arbitration Rules, which Arbitration Rules
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are deemed to be incorporated by reference to this Section 11.4.2.
11.4.3 Any arbitration commenced pursuant to Section 11.4.2
shall be administered by the LCIA and the standard LCIA administrative
procedures and schedule of costs shall apply. In any such arbitration, the
appointing authority shall be the LCIA. The number of arbitrators shall be three
and such arbitrators to include persons experienced in European
telecommunications (the "Arbitrators"). The place of arbitration shall be London
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and the language used in the arbitral proceedings shall be English. The
governing law of the Agreement shall be the substantive law of England.
11.4.4 The fees of the Arbitrators, the costs of the LCIA and
the cost of the other parties relating to the arbitration (including, but not
limited to, the reasonable costs of professional advisers) shall be borne by
those Parties against whom the Arbitrators make any award in the proportion of
any such award.
11.4.5 The Arbitrators shall have authority to award interest
on any amount awarded by the Arbitrators up to the date of that award at the
rate equal to 1 (one) percentage point above the three month EURIBOR rate for
Euros from time to time. If any amount payable as a result of a decision of the
Arbitrators is not paid within 14 days of publication of that decision, interest
will thereafter accrue on the amount at the rate equal to 2 (two) percentage
points above the three month EURIBOR rate for Euros from time to time.
11.4.6 The referral of a dispute to arbitration under Section
11.4.2 shall not preclude either party from obtaining interim relief on an
urgent basis from a court of competent jurisdiction pending any decision of the
Arbitrators.
11.4.7 Any decision of the Arbitrators shall be final,
conclusive and binding on the parties, and the parties agree to exclude, so far
as lawfully possible to exclude, any right of application or appeal to the
English (or other) courts in connection with any question of law arising in the
arbitration or in connection with any award or decision made by the Arbitrators,
except as may be necessary to enforce such award or decision.
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11.4.8 The provisions of this Section are severable from the
rest of this Agreement and shall remain in effect despite the termination of or
invalidity for any reason of this Agreement.
11.5 Notices. The Parties choose the following addresses
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as the address at which they will accept service of all documents and notices
relating to this Agreement.
to ISC at:
0000 Xxxx Xxxxx Xxx
Xx Xxxxxxx XX 00000
XXX
Fax: x0 000 000 0000
Attention: The General Counsel
to any Unisource Entity at:
c/o Unisource NV
"Transpolis"
Xxxxxxxxxxxxx 00
0000 XX, Xxxxxxxxx
Xxx Xxxxxxxxxxx
Fax: x00 00 000 0000
Attention: The General Counsel
to any AUCS Entity at:
Xxxxxxxxx 0-00
0000 XX Xxxxxxxxx
Xxx Xxxxxxxxxxx
Fax: x00 00 000 0000
Attention: The General Counsel
to Telia at:
Xxxxxxxxxxxxx 00
Xxxxxxxxx
Xxxxxx
Fax: x00 00 00 000
Attention: Director of Legal Affairs
To KPN at:
Xxxxxxx 000
0000 XX, Xxx Xxxxx
Xxx Xxxxxxxxxxx
Fax: x00 00 000 0000
Attention: The General Counsel
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To Swisscom at:
Xxxxxxxxxx
Xxxxxxxxxx
XX-0000
Xxxxx, Xxxxxxxxxxx
Fax: x00 00 000 0000
Attention: Chief Legal Counsel
Any notice to be given by a Party to another Party in terms of this
Agreement shall be given by prepaid registered post, facsimile or shall be
delivered by hand; provided that:
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(i) any notice given by prepaid registered post for which a
signed receipt is issued shall be deemed to have been received by the addressee,
in the absence of proof to the contrary, ten days after the date of postage;
(ii) any notice delivered by hand during normal business hours
for which a signed receipt is issued shall be deemed to have been received by
the addressee, in the absence of proof to the contrary, at the time of delivery;
and
(iii) any notice given by facsimile shall be deemed to have
been received by the addressee, in the absence of proof to the contrary,
immediately upon the issuance by the transmitting facsimile machine, of a report
confirming correct transmission of all the pages of the document containing the
notice or upon receipt by the transmitting facsimile machine, at the end of the
notice being transmitted, of the automatic answer back of the receiving
facsimile machine.
11.6 Waiver. Neither the exercise nor the failure to exercise any
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right or remedy herein shall preclude the exercise of same or any other right or
remedy herein in the future.
11.7 No Third Party Beneficiaries. This Agreement is for the sole and
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exclusive benefit of the Parties hereto and nothing herein expressed or implied
shall give or be construed to give to any person or entity, other than the
Parties hereto, any legal or equitable rights hereunder.
11.8 Independent Contractors. Both Infonet and AUCS shall be
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independent contractors, and this Agreement shall not create in any manner and
for any purpose any other relationship between the Parties, whether as principal
and agent, employer and employee, partners, coventurers, or otherwise. Neither
Infonet nor AUCS is hereby authorized to: (i) enter into any agreements for or
on behalf of the other Party; (ii) create any obligations or responsibilities,
express or implied, for or on behalf of the other Party; or (iii) bind the other
Party in any matter or thing whatsoever. Each Party shall indemnify and defend
the other against any claims by third Parties based on alleged representations
or commitments in violation of this Paragraph.
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11.9 Counterparts. This Agreement may be executed in one or more
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counterparts, each of which shall be deemed an original, but all of which shall
together constitute one and the same instrument.
11.10 Force Majeure. Any failure or delay in the performance by any
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Party hereto of its obligations hereunder shall not be a breach of this
Agreement if such failure or delay arises out of or results from causes beyond
such Party's control (for the avoidance of doubt, payment obligations will not
be excused by force majeure but force majeure may permit delay in complying with
payment obligations). These causes shall include but not be restricted to fire,
storm, flood, earthquake, explosion, accident, acts of public enemy, war
(declared or undeclared), rebellion, insurrections, sabotage, epidemic,
quarantine restrictions, labor disputes, shortage of labor, materials or
supplies, failures by contractors or subcontractors, transportation embargoes,
or failures or delays in transportations, acts of God, acts, rules, regulations,
orders or directives of any government or any state, subdivision, agency or
instrumentality thereof or the order of any court of competent jurisdiction.
Without prejudice to any other remedies that may then be available to any of
them, in the event of failure or delay arising out of or resulting from such
causes, the Parties will cooperate in an effort to agree upon the establishment
of such alternative arrangements not subject to such failure or delay as will
confer upon benefits comparable in character and substantially equivalent in
amount to those intended to be conferred by this Agreement, on terms and
conditions not materially more burdensome to any Party than those herein
provided.
11.11 Exhibits. Should there be any conflict between the between the
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terms and conditions presented in the main body of this Agreement and its
Exhibits attached hereto, the terms and conditions of the main body of this
Agreement shall prevail and control.
11.12 Entire Agreement. This Agreement constitutes the entire
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agreement and understanding between the Parties, is intended as a complete and
exclusive statement of the terms of their agreement, and supersedes any prior
agreements or understandings, between the Parties relating to its subject
matter. This Agreement may not be amended or supplemented without further
written agreement signed by authorized representatives of all Parties. Each
Party acknowledges that in agreeing to enter into this Agreement it has not
relied on any representations, warranties or promises (except those set out in
this Agreement) made by or on behalf of the other Parties before the signature
of this Agreement. Each Party waives all rights and remedies which, but for this
Section, might otherwise be available to it in respect of any such
representation, warranty or promise, provided that nothing in this Section shall
limit or exclude any liability for fraud.
11.13 Filing. Each Party hereto shall use its reasonable efforts to
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obtain all authorizations, consents, orders and approvals of, to give all
notices to and make all filings with, all governmental authorities and other
third parties that may be or become necessary (or as otherwise agreed by the
Parties) for its execution and delivery of, and performance of its obligations
pursuant to, this Agreement, and each Party will cooperate fully with the other
Parties in promptly seeking to obtain all such authorizations, consents, orders
and approvals, giving such notices, and making such filings (including any
filings to be submitted to the
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European Commission as a result of this Agreement). Each Party will bear its own
costs, expenses and disbursements in relation to any and all such costs,
expenses and disbursements incurred by it under this Section 11.13.
[signature pages follow]
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed by their duly authorized representative as of the date first above
written.
For and on behalf of ISC:
INFONET SERVICES CORPORATION
By:
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Title:
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For and on behalf of AUCS:
AUCS COMMUNICATIONS SERVICES v.o.f., represented by AUCS N.V.
By: ------------------
Title: ------------------
For and on behalf of AUCS N.V.:
AUCS COMMUNICATIONS SERVICES N.V.
By:
------------------
Title:
------------------
For and on behalf of Unisource:
UNISOURCE N.V.
By:
------------------
Title:
------------------
For and on behalf of Unisource Sub.:
UNISOURCE PAN-EUROPEAN SERVICES B.V.
By:
------------------
Title:
------------------
For and on behalf of Unisource Nominee.:
BRIAP B.V.
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By:
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Title:
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For and on behalf of Telia:
TELIA AB
By:
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Title:
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For and on behalf of KPN:
KPN TELECOM B.V.
By:
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Title:
__________________
For and on behalf of Swisscom:
SWISSCOM AG
By:
------------------
Title:
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Exhibit A
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Services and Pricing of Services
"Services" means the services formerly provided by AUCS to its customers under
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its various agreements, including the following:
1. Distributor Agreement entered into between Telia AB and AT&T-Unisource
Communications Services v.o.f., dated 1 July 1996, for Sweden.
2. Distributor Agreement entered into between Telia Norge AS and AT&T-
Unisource Communications Services v.o.f., dated 1 July 1996, for Norway.
3. Distributor Agreement entered into between Telia A/S and AT&T-Unisource
Communications Services v.o.f., dated 1 July 1996, for Denmark.
4. Distributor Agreement entered into between Telia AB and AT&T-Unisource
Communications Services v.o.f., dated 12 August 1997, for Finland.
5. Distributor Agreement entered into between KPN Telecom B.V. and
AT&T-Unisource Communications Services v.o.f., dated 1 July 1996,
for The Netherlands.
6. Distributor Agreement entered into between Swisscom AG and AT&T-Unisource
Communications Services v.o.f., dated 1 July 1996, for Switzerland and
Liechtenstein.
7. Distributor Agreement entered into between Bord Telecom Eireann Plc
and AT&T-Unisource Communications Services v.o.f., dated 6 February
1997, for the Republic of Ireland.
8. Distributor Agreement entered into between Unisource Belgium N.V.
and AT&T-Unisource Communications Services v.o.f., dated 6 February
1997, for Belgium.
9. Distributor Agreement entered into between Unisource Business
Networks Luxembourg S.a.r.l. and AT&T-Unisource Communications
Services v.o.f., dated 30 May 1997, for Luxembourg.
10. Distributor Agreement entered into between SIRIS S.A.S. and AT&T-
Unisource Communications Services v.o.f., dated 30 May 1997, for
France.
11. Distributor Agreement entered into between Unisource Iberia S.A.
and AT&T-Unisource Communications Services v.o.f., dated 17 March
1998, for Spain.
12. Distributor Agreement entered into between Unisource Italia S.p.A.
and AT&T-Unisource Communications Services v.o.f., dated 16 March
1998, for Italy.
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13. Distributor Agreement entered into between. Unisource Hellas
Telecommunications Services S.A. and AT&T-Unisource Communications
Services v.o.f., dated 18 September 1996, for Greece.
14. WorldSource Channel Agreements entered into between AUCS and,
respectively, any of the distributors referred to above.
15. Contracts with end customers held directly by AUCS (with or without
a distributor as a party):-
. contracts for WorldSource Services where AUCS is the Support Member
for WorldSource services;
. various contracts for AUCS Internet Transit Services;
. other customers (such as the contract between Whirlpool and AUCS and
Unisource Italia).
Rates for Services
The rates for Services shall be at prices determined by Infonet and AUCS
distributors within 30 days of the date of this Agreement. Infonet and each of
the Indirect AUCS Stockholders will meet to establish such prices on an arms-
length basis immediately after the date of this Agreement. The Parties
acknowledge that such prices shall afford Infonet a gross margin of no less than
20% of the prices charged by Infonet to the AUCS distributors.
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Exhibit B
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Affiliates
SEDCO
Infonet Australia
Datakom Austria GmbH
Infonet Belgium S.A
Datacom, S.A.
Interpac Telematica Ltda
Infonet Canada
Infonet Software Solutions
Infonet Chile S.A.
Infonet Services Corporation
Infonet/China Ltd
Enterprise Ltda
Tecapro
Aliatel a.s.
Telecom Denmark Erhverv A/S
Codetel
DATCOM LTD.
InTouch Communications Services
Oy Infonet Finland
Infonet France S.A.
France Telecom Interpac S.A.
Infonet Network Services Deutschland GmbH.
OTE SA
Infonet - Hong Kong
BankNet Ltd.
PT Telekominukasi Indonesia
Infonet Ireland Ltd
Infonet Israel, Ltd
Infonet Italia S.p.A
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KDD Communications, Inc. (KCOM)
Korea Telecom, Data Division
InfoGlobe Corporation
Infonet Luxembourg SA
Telecom Malaysia Berhard
Infonet/ACASIA program office
Infonet Mexico
Infonet Nederland BV
Infonet TELECOM AS
CCNet S.A.
Philippines Long Distance Telephone
PLDT Marketing Center
Infonet Portugal
Telefonica Large Distancla
INFOCOM
Singapore Telecom Int'l PTE, Ltd
EDS South Africa (Pty) Limited
Telefonica Servicios SA (TSA1)
Lanka Communication Services Pte. Ltd.
Infonet Svenska AB
Infonet (Switzerland) Ltd.
Hong Kong Telecom Ltd
SIAM Infor Tel Co., Ltd
ACCESS A.S
Infonet UK, Ltd
Infonet Software Solutions, Ltd
Infocom GmbH
Setradat C.A.
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