EXHIBIT 10.11
LICENSE AGREEMENT
Between
SATELLINK PAGING, LLC
And
CAPE FEAR PAGING COMPANY
This AGREEMENT ("Agreement") is made and entered into as of the ___ day of
_______, 1998 ("Effective Date"), by and between Satellink Paging, LLC, having a
principal place of business located at Suite 120, 0000 Xxxxx Xxxxxx Xxxxxxx,
Xxxxxxx, Xxxxxxx 00000 ("Satellink") and Cape Fear Paging Company, a Tennessee
corporation, having a principal place of business located at 000 00xx Xxxxxx
Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 ("Cape Fear").
WHEREAS, Satellink has developed certain computer software which provides
certain functionality relating to paging;
WHEREAS, Cape Fear provided Satellink with a portion of the financial support
for the development of computer software for use in paging systems;
WHEREAS, the parties desire to confirm Satellink's ownership of the computer
software;
WHEREAS, Satellink desires to grant to Cape Fear, and Cape Fear desires to
obtain from Satellink, the right to use the computer software internally to
permit Cape Fear to offer the functionality provided by the computer software to
the end users of Cape Fear's paging services.
NOW, THEREFORE, for good and valuable consideration, including Cape Fear's
payments to Satellink in support of Satellink's development of the computer
software defined hereinbelow, the receipt and adequacy of which is hereby
acknowledged, the parties agree as follows:
1.0 DEFINITIONS
1.1 "Paging Software" shall mean the computer software which implements a
personal communications services platform and provides the functionalities and
capabilities described in the "Attachment" on a single platform, and which
supports industry standard protocols to permit interfacing with other paging and
voice mail
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systems as well as billing systems. The Paging Software shall include all source
code, object code, data bases (including data), and design specifications,
functional specifications, system manuals, user manuals, and all other materials
relating to the Paging Software, and all updates, revisions, bug fixes,
enhancements, derivatives, and other forms of maintenance for the Paging
Software.
1.2 "Interface Software" shall mean the computer software which provides an
interface between the Paging Software and a third-party billing system to permit
data to be retrieved by the third-party billing system from the Paging Software
and data to be transmitted by the third-party billing software to the Paging
Software. The Interface Software shall include all source code, object code,
data bases (including data), and design specifications, functional
specifications, system manuals, user manuals, and all other materials relating
to the Interface Software, and all updates, revisions, bug fixes, enhancements,
derivatives, and other forms of maintenance for the Interface Software.
1.3 "Computer Software" shall mean the combination of the Paging Software and
the Interface Software as well as any other computer software necessary to
enable the operation of the Paging Software and the Interface Software.
1.4 "Licensed Software" shall mean the object code version of the Paging
Software.
1.5 "Licensed Documentation" shall mean the user manuals describing the
operation and use of the Licensed Software from the perspective of a user (as
opposed to a designer or engineer).
1.6 "Intellectual Property" shall mean all patents, copyrights, trade
secrets, know-how, mask works, inventions, works and all other intellectual
property or proprietary rights for, embodied in, or relating to, the Computer
Software.
1.7 "Territory" shall mean the geographical areas defined by the boundaries of
the United States and Canada.
1.8 "Default Event" shall mean: (i) the application for, or adjudication in,
bankruptcy of a party or similar event under the insolvency laws of any
jurisdiction; (ii) the insolvency, dissolution or liquidation of a party under
the laws of any jurisdiction; (iii) an appointment of a receiver, trustee or
other custodian for a party; (iv) execution of a composition agreement or non-
bankruptcy agreement by a party; (v) assignment for the benefit of creditors;
(vi) the taking by a party of any corporate or other action to authorize, or in
furtherance of, any of the foregoing; or (vii) the discontinuance by a party of
its regular operations or business
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2.0 LICENSE GRANT
2.1 Satellink grants Cape Fear a paid up, non-exclusive, non-transferable
license to perform, display, and otherwise use the Licensed Software, for
internal purposes only within Cape Fear, the internal purposes being limited to
providing telecommunications services to customers of Cape Fear located in the
Territory. Satellink also grants to Cape Fear a paid-up, non-exclusive, non-
transferable license to use the Licensed Documentation as necessary to use the
Licensed Software pursuant to this Agreement.
2.2 An additional copy of the Licensed Software for archival or backup purposes
only will be provided to Cape Fear by Satellink at Cape Fear's written request.
A reasonable number (not to exceed 4) of copies of the Licensed Documentation
will be provided to Cape Fear by Satellink at Cape Fear's written request.
2.3 The Licensed Software shall be used only to process paging services for
customers of Cape Fear that are physically located in the Territory. The
Licensed Software shall be used only on computer hardware which is owned by Cape
Fear, and is physically located within the Territory. The Licensed Software
shall not be transferred to or stored on any central processing unit or any
other processor or otherwise accessed by any processor which is located outside
the Territory.
2.4 Cape Fear acknowledges and agrees that the scope of rights granted to Cape
Fear pursuant to this Agreement are to be narrowly construed. Consequently, Cape
Fear acknowledges and agrees that no right to reproduce (e.g., copy), prepare
derivative works based upon (e.g., modify, enhance, etc.), distribute copies of,
perform, display, make, use, sell, offer for sale or import the Computer
Software (or any portion thereof), or any Intellectual Property therein, is
granted to Cape Fear pursuant to this Agreement other than the rights granted to
use the Licensed Software and Licensed Documentation pursuant to Paragraphs 2.1
and 2.2 subject to the terms and conditions of this Agreement. Cape Fear shall
not reproduce (e.g., copy), prepare derivative works based upon (e.g., modify,
enhance, etc.) distribute copies of, perform, display, make, use, sell, offer
for sale or import the Licensed Software the Licensed Documentation except as
otherwise specifically provided for in this Agreement. Cape Fear shall not
reverse engineer, disassemble, or decompile the Licensed Software or cause or
permit such acts. Any such activities or attempts by Cape Fear shall be deemed a
material breach of this Agreement and result in automatic termination of this
Agreement, including the license to use the Licensed Software and the Licensed
Documentation.
2.5 The archival and backup copies of the Licensed Software shall only be used,
stored on a computer or in memory, or even accessed by Cape Fear in the event
that the original copy of the Licensed Software becomes inoperable.
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2.6 Cape Fear shall not use the Licensed Software for third-party training,
commercial time sharing, outsourcing, rental or service bureau use except as
specifically provided for herein which is for the specific purpose of providing
paging services to customers of Cape Fear physically located in the Territory.
3.0 TRANSFER AND ASSIGNMENT
3.1 The license granted pursuant to this Agreement and the rights and
obligations of Cape Fear pursuant to this Agreement are personal to Cape Fear
and its affiliated companies, Cape Fear Paging Company of North Carolina and CF
Paging Corporation. Cape Fear shall not assign, transfer, delegate, or
sublicense, without the prior written consent of Satellink, any of its rights,
duties or obligations under the terms and conditions of this Agreement to any
person or entity, including, but not limited to, any affiliate, subsidiary,
division or other entity associated or related to Cape Fear other than those
affiliates previously named. However, in the event that Cape Fear should sell
all or substantially all of its assets or outstanding capital stock, the
purchaser shall be entitled to receive that version of software then in use,
provided Cape Fear has paid in full all amounts due under the terms of this
agreement, but will have no right to receive updated versions unless it makes a
separate agreement with Satellink. This Agreement may be assigned by Satellink
without the consent of Cape Fear to a purchaser of all or substantially all of
the assets or outstanding capital of Satellink. Any authorized transferee,
assignee or successor shall be bound by and subject to all the terms and
conditions of this Agreement.
4.0 DELIVERY
4.1 Satellink shall deliver one copy of the Licensed Software and one copy of
the Licensed Documentation to Cape Fear at a time mutually agreed to by the
parties on the completion of the development of the Computer Software by or for
Satellink. The determination that the development of the Computer Software is
complete shall be at the sole discretion of Satellink.
4.2 Satellink shall have no obligation to deliver or otherwise provide to Cape
Fear pursuant to this Agreement, any computer hardware, computer software or
other equipment necessary in order for Cape Fear to exercise its rights pursuant
to this Agreement.
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5.0 ACCEPTANCE
5.1 The Licensed Software and Licensed Documentation shall be deemed accepted
by Cape Fear upon delivery of the Licensed Software and Licensed Documentation
by Satellink to Cape Fear.
6.0 TERM AND TERMINATION
6.1 This Agreement is effective until terminated.
6.2 This Agreement shall also terminate automatically upon the occurrence of a
Default Event but in the event of such termination Cape Fear shall retain that
version of the software then in use, provided it has paid in fall all amounts
due to Satellink related to that version of software. However, Cape Fear will
have no rights with respect to future development and upgrades of the software.
6.3 In the event a party defaults in or breaches any material obligation or
condition in this Agreement, the non-defaulting party shall give written notice
of such default or breach to the defaulting or breaching party. If the party in
default or breach has not cured the default or breach within thirty (30) days of
the notice to the reasonable satisfaction of the non-defaulting or non-breaching
party, the non-defaulting or non-breaching party may terminate this Agreement in
writing.
6.4 The terms, conditions and obligations of this Agreement relating to
confidentiality (*9.0), ownership and title (*10.0) and indemnification (*13.0)
shall survive termination of this Agreement.
7.0 TRAINING
7.1 Satellink shall have no obligation pursuant to this Agreement to provide
any training to Cape Fear or any of the Cape Fear's employees or any other
person with respect to the use of the Licensed Software or the Licensed
Documentation, or any other rights which Cape Fear has pursuant to this
Agreement.
8.0 MAINTENANCE
8.1 Satellink shall have no obligation pursuant to this Agreement or otherwise
to provide any maintenance, installation or support for the Licensed Software or
Licensed Documentation or for Cape Fear's use of the Licensed Software or
Licensed Documentation or Cape Fear's exploitation of any rights granted to it
pursuant to this Agreement. Notwithstanding the above, Satellink will, if
reasonably practicable, fix "bugs" in the Licensed Software or the Licensed
Documentation and provide Cape Fear with a revised version of the Licensed
Software or the Licensed Documentation. If Satellink provides Cape Fear with a
revised version of the Licensed Software or the
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Licensed Documentation, Cape Fear shall: (i) immediately cease all use of the
prior version of the Licensed Software and Licensed Documentation, and all
portions thereof, and any copies thereof; (ii) immediately return the prior
version of the Licensed Software and Licensed Documentation and all portions
thereof, as well as all copies thereof, to Satellink; and (iii) destroy the
prior version of the Licensed Software and Licensed Documentation, and all
portions thereof, and all copies thereof, to the extent that such cannot be
returned to Satellink. Cape Fear agrees to provide to Satellink for Satellink's
use, the necessary software and documentation and description to identify any
portions of the Licensed Software which do not operate or otherwise fail to
execute and any portions of the Licensed Documentation which are incorrect, and
shall include all software and data necessary to cause such failure. Should
Satellink abandon the project, it will make a copy of the source code available
to Cape Fear for maintenance but will retain ownership.
9.0 CONFIDENTIALITY
9.1 By virtue of this Agreement, Cape Fear will have access to information that
is confidential to Satellink and information that constitutes trade secrets of
Satellink (hereinafter collectively "Confidential Information"). Confidential
Information shall be limited to the Computer Software, including, but not
limited to, the Licensed Software and the Licensed Documentation, and the terms
of this Agreement, and all other information clearly identified as
"Confidential." SATELLINK DERIVED ECONOMIC VALUE, ACTUAL OR POTENTIAL, FROM THE
CONFIDENTIAL INFORMATION NOT BEING GENERALLY KNOWN TO, AND NOT BEING READILY
ASCERTAINABLE BY IMPROPER MEANS BY, OTHER PERSONS WHO CAN OBTAIN ECONOMIC VALUE
FROM ITS DISCLOSURE OR USE. THE CONFIDENTIAL INFORMATION IS THE SUBJECT OF
EFFORTS THAT ARE REASONABLE UNDER THE CIRCUMSTANCES TO MAINTAIN ITS SECRECY. The
Computer Software shall be deemed to be confidential and proprietary unless
otherwise clearly marked or identified.
9.2 Cape Fear shall maintain the Confidential Information in the strictest
confidence and shall use the Confidential Information solely in connection with
its rights and obligations pursuant to this Agreement. Cape Fear shall limit
access to the Confidential Information to those employees whose responsibilities
make it necessary that they have access to same and require those persons to
execute a non-disclosure agreement prior to gaining access to such Confidential
Information. Cape Fear shall use no less than a reasonable degree of care and no
less than the same degree of care as Cape Fear uses with respect to its own
similar information to avoid misuse or improper disclosure of the Confidential
Information. In addition, Cape Fear shall not permit any personnel, employees,
agents or representatives to remove any proprietary or other legend or
restrictive notice contained or included in any Confidential Information.
9.3 The Confidential Information shall not include information that, as
evidenced by documentary evidence: (i) was in Cape Fear's lawful possession
prior to the disclosure
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and had not been obtained by Cape Fear either directly or indirectly from
Satellink at any time; (ii) was lawfully disclosed to Cape Fear by a third party
without restriction on disclosure; (iii) was or becomes a part of the public
domain through no act or omission of Cape Fear; (iv) is approved for release by
prior written authorization from Satellink; (v) is obligated to be disclosed by
Cape Fear pursuant to court order or government requirement; or (vi) is a trade
secret which lost its status as such by becoming generally available to the
public by independent discovery, development or publication.
10.0 OWNERSHIP AND TITLE
10.1 Cape Fear acknowledges and agrees that Satellink owns all right, title and
interest in the Computer Software and all Intellectual Property. To the extent
that any right, title or interest in the Computer Software or any Intellectual
Property, vests in Cape Fear by operation of law or otherwise, Cape Fear hereby
assigns all of its right, title and interest in and to the Computer Software and
all Intellectual Property, to Satellink. Cape Fear agrees to execute any and all
other instruments which may be necessary to perfect and evidence the assignment
and transfer of any such rights to Satellink to effect the purpose of this
Paragraph and to confirm Satellink's ownership of all right, title and interest
in and to the Computer Software and all Intellectual Property. Cape Fear
acknowledges the existence, validity and enforceability of the Intellectual
Property, and Satellink's rights in the Computer Software, and shall not contest
or oppose such existence, validity, enforceability or ownership of the
Intellectual Property or the rights in the Computer Software.
11.0 LIMITATION ON WARRANTIES
11.1 Each party represents and warrants that it has the right to enter this
Agreement, and that by entering into this Agreement, it does not breach or
violate the terms of any other agreement to which it may be a party.
11.2 The Licensed Software and the Licensed Documentation is provided to Cape
Fear under this Agreement on an "as is" basis without any warranty of any kind.
Satellink does not warrant that the Licensed Software or the Licensed
Documentation, or any portion thereof, will meet Cape Fear's requirements or
needs, will operate in an uninterrupted or error free manner, or that errors can
be corrected. SATELLINK EXPRESSLY EXCLUDES ALL IMPLIED WARRANTIES, INCLUDING,
BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE AND NON-INFRINGEMENT. Some states do not allow exclusions of implied
warranty; if the above is true, these exclusions may not apply to this
Agreement.
11.3 Satellink is not responsible for problems caused by change in the
operating characteristics of computer systems, computer hardware or computer
software (including
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operating and other system software) in connection with which the Licensed
Software or Licensed Documentation will be used, or for problems resulting from
the interaction of the Licensed Software or Licensed Documentation with computer
hardware, computer software or data not created by Satellink. Satellink also is
not responsible for problems caused in whole or in part, by accident, physical,
electrical or magnetic stress, unauthorized alterations, misuse, failure of
electric power, air conditioning or environmental controls, use in or with
defective or non-compatible equipment, hardware, software or data or causes
other than ordinary use or use outside the scope of this Agreement.
11.4 This Agreement supersedes all proposals, promotions, advertisements,
representations or prior warranties, verbal or written, express or implied,
statutory or otherwise, and any other communication between the parties relating
to the subject matter of this limited warranty section not specifically
incorporated into this Agreement. No representation or statement not expressly
contained in this Agreement shall be binding upon Satellink as a warranty or
otherwise.
12.0 LIMITATIONS OF REMEDIES
12.1 Satellink, or its employees, representatives or agents, shall not be
liable for any damages, including direct, indirect, incidental, consequential or
special damages, even if Satellink has been negligent or has been advised of the
possibility of such damages, in connection with the installation, use and/or
maintenance of the Computer Software, or any part thereof, including, but not
limited to: (i) any loss of profits, revenues, computer hardware, software or
data or hardware, software or data use; (ii) any cost or expense of providing
substitute computer hardware, computer software or data during periods of, or
resulting from, malfunction nonuse or maintenance; (iii) any property damage,
bodily injury or other loss based on a claim that the Licensed Software or
Licensed Documentation, or any part thereof, failed to operate; whether in an
action in contract, tort or otherwise. In any event, Satellink's liability is
limited to one-half (1/2) of the monies paid by Cape Fear to Satellink under
this Agreement for use of the Licensed Software and Licensed Documentation
prorated over a period of five (5) years from the Effective Date of this
Agreement.
13.0 INDEMNIFICATION
13.1 Cape Fear shall defend, indemnify and hold harmless Satellink and
Satellink's employees, agents and representatives against any claim or
proceeding in which it is alleged that the use of the Licensed Software or the
Licensed Documentation, or any portion thereof, by Cape Fear or Cape Fear's
employees, agents or representatives outside the scope of this Agreement,
infringes or otherwise violates any patent, copyright, trade secret or any other
intellectual property right of any third party or as otherwise based, in whole
or in part, on Cape Fear's use of the Licensed Software or Licensed
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Documentation outside the scope of this Agreement.
13.2 Cape Fear shall defend, indemnify and hold harmless Satellink and
Satellink's employees, agents and representatives against any claim or
proceeding in which it is alleged that the use of the Licensed Software or
Licensed Documentation, or any portion thereof, as modified by Cape Fear or in
combination with any other computer hardware, software or data, by Cape Fear or
Cape Fear's employees, agents or representatives, infringes or other violates
any patent, copyright, trade secret or any other intellectual property right of
any third party.
13.3 The obligations to defend, indemnify and hold harmless pursuant to
Paragraphs 13.1 and 13.2 shall include payment by Cape Fear of all damages
awarded, settlements entered into, attorneys' fees, cost and expenses.
14.0 LICENSE FEE
14.1 By this Agreement, Cape Fear acknowledges its earlier agreement to pay
Satellink one-half (1/2) of all development and design expenses and fees
relating to the design and development of the Paging Software. Cape Fear
represents that it has paid to Satellink to date one-half of all design and
development expenses and fees incurred by Satellink in association with the
design and development of the Paging Software which have been invoiced by
Satellink to Cape Fear. Cape Fear agrees to pay one half (1/2) of any future
costs associated with fixing "bugs".
14.2 The parties agree that the past payment of the potion of the design and
development expenses and fees and future payments of a portion of the "bug"
fixing expenses by Cape Fear to Satellink shall be considered the license fee
for the use of the Licensed Software by Cape Fear pursuant to this Agreement.
14.3 Cape Fear agrees to pay all invoices relating to the expenses and fees
within thirty (30) days of its receipt of such invoices.
14.4 Cape Fear shall have no obligation to pay any additional license fees or
royalties to Satellink other than those pursuant to Section 14.0.
15.0 COMPETITION/NON-EXCLUSIVITY
15.1 Satellink retains the right to reproduce, prepare derivative works based
upon, distribute, perform, display, make, use, sell, offer for sale, promote,
market, license, sublicense, assign, transfer or further develop the Computer
Software for any purpose in
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any states or countries, including, but not limited to, the Territory.
16.0 MISCELLANEOUS
16.1 This Agreement shall be governed by the laws of the State of Georgia. By
execution of this Agreement, Satellink and Cape Fear expressly submit to the
jurisdiction of the United States District Court for the Northern District of
Georgia and the state courts in the venue of Xxxxxx County, Georgia for
resolution of any claim arising out of this Agreement or based on any use by
Cape Fear or its agents, employees or representatives of the Computer Software.
If any of the provisions or portions of this Agreement are held to be invalid,
illegal or unenforceable, they are to the minimum extent necessary deemed
admitted, and the remaining provisions and portions thereof of this Agreement
will be effective and enforceable.
16.2 This Agreement shall be modified only in a writing executed by a corporate
officer of both Satellink and Cape Fear.
16.3 Waiver of any breach or default of any term or condition of this Agreement
shall not constitute a waiver of any subsequent breach or default.
16.4 This Agreement does not constitute and shall not be construed as
constituting a partnership or joint venture between Satellink and Cape Fear or
as making either party an agent or representative of the other. Neither party
shall have the right to obligate or bind the other party in any manner
whatsoever with respect to any third party, and nothing contained in this
Agreement shall give or is intended to give any rights of any kind to any third
party.
16.5 This Agreement states Satellink's total liability to Cape Fear, whether in
contract, tort or otherwise with respect to its obligations and liabilities
under this Agreement and is in lieu of and excludes all of the conditions and
warranties implied by statute or otherwise.
16.6 All notices or communications required or permitted by this Agreement
shall be in writing and shall be deemed received when actually delivered or five
(5) days after deposited in United States mail via first class registered or
certified mail, return receipt requested, postage prepaid, whichever is earlier,
and addressed to a party as required by this Paragraph. Any notice or
communication to Satellink pursuant to this Agreement shall be addressed to:
Xxxxx X. Xxxxxxxx, President
0000 Xxxxx Xxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
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Any notice or communication to Cape Fear pursuant to this Agreement shall be
addressed to:
Xxxxxx Xxxxxx, President
Cape Fear Paging Company
000 00xx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
16.7 No party shall be responsible for failure to perform in a timely manner
this Agreement when its failure results from any of the following causes: Acts
of God or public enemies, civil war, insurrection or riot, fire, flood,
explosion, earthquake or serious accident, strike, labor trouble or any cause
beyond its reasonable control.
16.8 This Agreement is the complete and exclusive agreement between the parties
relating to the Computer Software, and supersedes all prior or contemporaneous
agreements, representations, proposals or communications, oral or written,
concerning the subject matter of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
Accepted for and on behalf of Accepted for and on behalf of
Satellink Paging, LLC Cape Fear Paging Company
By: /s/ X.X. Xxxxxxxx By: /s/ Xxxxxx Ler Xxxxxx
---------------------------- -----------------------------
Name: Xxxxx X. Xxxxxxxx Name: Xxxxxx Ler Xxxxxx
-------------------------- ---------------------------
Title: President Title: President
------------------------- --------------------------
Date: 6/19/98 Date: 6/19/98
-------------------------- ---------------------------
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Attachment
Page 1 of 3
DEVELOPMENT PHASES
PHASE I
(complete) NUMERIC PAGING WITH SATELLINK GREETING
DIAL OUT TNPP
PROGRAMMING VIA MODEM (NOT INTEGRATED W/ BILLING)
CDR STORED ON LOCAL DRIVE
LOCAL OFF-LINE TAPE BACKUP OF ALL CRITICAL FILES
REMOTE OFF-LINE ACCESS
PAGEME MONITORING SOFTWARE
PHASE II
(complete) Numeric paging with Satellink Greeting
Dial out TNPP
Programming via modem (Not integrated w/ billing)
CDR stored on local drive
Local off-line tape backup of all critical files
Remote off-line access
Pageme monitoring software
TAP - ALPHANUMERIC PAGING (INPUT ONLY)
DIAL OUT PAGING - NON TNPP
UPS MONITORING
SINGLE PORT DIAL OUT TNPP MESSAGE DELIVERY TO MULTIPLE SYSTEMS
ADDITIONAL ADMINISTRATION AND PROGRAMMING FUNCTIONALITY
PHASE III
(4 weeks) Numeric paging with Satellink Greeting
Dial out TNPP
Programming via modem (Not integrated w/ billing)
CDR stored on local drive
Local off-line tape backup of all critical files
Remote off-line access
Pageme monitoring software
TAP - Alphanumeric paging
Dial out paging - non TNPP
UPS monitoring
Single port dial out TNPP message delivery to multiple systems
Additional administration and programming functionality
TNPP - LEASE LINE W/ AUTO DIAL BACKUP
MULTIPLE PORT TNPP
PHASE IV
(4 weeks) Numeric paging with Satellink Greeting
Dial out TNPP
Programming via modem (Not integrated w/ billing)
CDR stored on local drive
Local off-line tape backup of all critical files
Remote off-line access
Pageme monitoring software
TAP - Alphanumeric paging
Dial out paging - non TNPP
UPS monitoring
Single port dial out TNPP message delivery to multiple systems
Additional administration and programming functionality
TNPP - lease line w/ auto dial backup
Multiple port TNPP
TNPP - "DOWN THE LINE PROGRAMMING" (Emulate Unipage for ease of
integration - lease line only)
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PHASE V Numeric paging with Satellink Greeting
(6 weeks) Dial out TNPP
Programming via modem (Not integrated w/ billing)
CDR stored on local drive
Local off-line tape backup of all critical files
Remote off-line access
Pageme monitoring software
TAP - Alphanumeric paging
Dial out paging - non TNPP
UPS monitoring
Single port dial out TNPP message delivery to multiple systems
Additional administration and programming functionality
TNPP - lease line w/ auto dial backup
Multiple port TNPP
TNPP - "Down the line Programming"
DEFINE VOICE MAIL MENU STRUCTURE
CUSTOM GREETING
NUMERIC ECHO
VOICE MAIL PHASE I
PHASE VI
(4 weeks) Numeric paging with Satellink Greeting
Dial out TNPP
Programming via modem (Not integrated w/ billing)
CDR stored on local drive
Local off-line tape backup of all critical files
Remote off-line access
Pageme monitoring software
TAP - Alphanumeric paging
Dial out paging - non TNPP
UPS monitoring
Single port dial out TNPP message delivery to multiple systems
Additional administration and programming functionality
TNPP - lease line w/ auto dial backup
Multiple port TNPP
TNPP -"Down the line Programming"
Define voice mail menu structure
Custom Greeting
Numeric Echo
Voice Mail Phase I
DEBIT CARD FUNCTIONALITY PHASE I
PHASE VII
(6 weeks) Numeric paging with Satellink Greeting
Dial out TNPP
Programming via modem (Not integrated w/ billing)
CDR stored on local drive
Local off-line tape backup of all critical files
Remote off-line access
Pageme monitoring software
TAP - Alphanumeric paging
Dial out paging - non TNPP
UPS monitoring
Single port dial out TNPP message delivery to multiple systems
Additional administration and programming functionality
TNPP - lease line w/ auto dial backup
Multiple port TNPP
TNPP - "Down the line Programming"
Define voice mail menu structure
Custom Greeting
Numeric Echo
Voice Mail Phase I
Debit Card Functionality Phase I
DEBIT CARD FUNCTIONALITY PHASE II
VOICE MAIL PHASE II
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PHASE VIII
(6 weeks) Numeric paging with Satellink Greeting
Dial out TNPP
Programming via modem (Not integrated w/ billing)
CDR stored on local drive
Local off-line tape backup of all critical files
Remote off-line access
Pageme monitoring software
TAP - Alphanumeric paging
Dial out paging - non TNPP
UPS monitoring
Single port dial out TNPP message delivery to multiple systems
Additional administration and programming functionality
Port-to-Unix
TNPP - lease line w/ auto dial backup
Multiple port TNPP
TNPP - "Down the line Programming"
Define voice mail menu structure
Custom Greeting
Numeric Echo
Voice Mail Phase I
Debit Card Functionality Phase I
Debit Card Functionality Phase II
Voice mail Phase II
VOICE MAIL PHASE III
TAP MESSAGE DELIVERY
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Schedule to Exhibit 10.8
The Company has granted Options to Purchase its Class A Common Stock
substantially identical in all material respects to Exhibit 10.7 except as to
the optionees thereto and the number of shares subject to options thereunder to
the following principals of The Breckenridge Group:
Optionee: Number of Shares*
-------- ----------------
Xxxxx X. Xxxxxxxx 26,000
E. Xxxxx Xxxxxxxx 26,000
Xxxxxx X. Xxxxxx 26,000
Xxxx X. XxXxxxx 13,000
X. Xxxxxx Xxxxx 8,450
Xxxxxxx X. Xxxxxxx, Xx. 4,550
* All share amounts reflect a 64 for-one share dividend declared and paid by the
Company subsequent to the date of the grant of the options.