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*** Confidential treatment has been requested for portions of this agreement.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as [*****]. A complete version of this
agreement has been filed separately with the Securities and Exchange Commission.
***** Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
SERVICES AGREEMENT
This Services Agreement (this "Agreement") is made and entered into as
of the 2nd day of November, 1999, by and between KNOLOGY, Inc., a Delaware
corporation ("KNOLOGY"), and ITC Service Company, a Georgia corporation ("ITC").
RECITALS
WHEREAS, the parties desire to obtain services from each other on the
terms and conditions set forth in this Agreement.
NOW THEREFORE, for and in consideration of the covenants contained in
this Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are acknowledged, the parties agree as follows:
1. SERVICES. KNOLOGY agrees to provide ITC with certain services, as
described on Exhibit "A". In consideration for the provision of these services
by KNOLOGY, ITC agrees to provide KNOLOGY with certain services, as described in
Exhibit "A", and agrees to pay KNOLOGY the amount of [*****] per month. KNOLOGY
will pay ITC to store documents at a rate of [*****] per foot.
2. TERM. This Agreement is effective as of the date set forth above.
ITC Service Company may terminate this Agreement upon giving thirty (30) days
written notice to KNOLOGY, Inc.
3. CONFIDENTIALITY. KNOLOGY and ITC recognize they will come into
possession of confidential or proprietary information of the other company,
including without limitation financial information, methods of operation,
marketing information and plans, technical data, and other similar information
(collectively, the "Confidential Information"). Accordingly, KNOLOGY and ITC
agree that they will treat as confidential and will not, directly or indirectly,
use or disclose any Confidential Information during the term of this Agreement
and for a period of three years thereafter.
4. RELATIONSHIP OF THE PARTIES. In performing its obligations and
services hereunder, each party shall act at all times as an independent
contractor, and nothing
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contained herein shall be deemed or construed to create any partnership or joint
venture between KNOLOGY and ITC.
5. MISCELLANEOUS. This Agreement contains the entire agreement between
the parties with respect to the subject matter herein. No modifications or
amendments of this Agreement shall be binding upon either party unless set forth
in writing duly executed by each party. If any term or provision of this
Agreement shall be found by a court of competent jurisdiction to be illegal,
invalid or otherwise unenforceable, the same shall not invalidate the whole of
this Agreement, but such term or provision shall be deemed modified to the
extent necessary in the court's opinion to render such term or provision
enforceable, and the rights and obligations of the parties shall be construed
and enforced accordingly, preserving to the fullest permissible extent the
intent and agreements of the parties set forth herein. This Agreement and the
obligations of the parties hereunder shall be interpreted, construed and
enforced in accordance with the internal laws of the state of Georgia. This
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto, and their respective successors and assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date and year first above written.
KNOLOGY, INC.
By: /s/ Xxxxx Buccucci
---------------------------------
Name:
-------------------------------
Title: VP -- Business Development
------------------------------
ITC SERVICE COMPANY
By: /s/ Xxxxxxx X. Xxxxx, III
---------------------------------
Name:
-------------------------------
Title: President and COO
------------------------------
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EXHIBIT "A"
SERVICES PROVIDED BY KNOLOGY
Mail support, computer and technology support, payroll services and
administrative support for benefit programs.
SERVICES PROVIDED BY ITC
Storage facilities for documents and administrative support for
conference facilities.
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