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EXHIBIT 10.7
ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement ("Agreement") is entered into this 7th
day of August, 1996 between Teleglobe Inc., a Canada Business Corporation
("TELEGLOBE"), and Teleglobe Mobile Partners, a Delaware general partnership
("TMP").
WITNESSETH
WHEREAS Orbital Sciences Corporation, Orbital Communications Corporation
("ORBCOMM"), TELEGLOBE and TMP have entered into agreements for the development,
construction, operation and marketing of a global digital satellite
communications system of low-Earth orbit satellites and terrestrial facilities
intended to provide two-way data and message communications and position
determination services throughout the world (the "ORBCOMM System") and related
activities in connection therewith; and
WHEREAS TMP desires to enter into this Agreement with TELEGLOBE for the purpose
of having TELEGLOBE perform on behalf of TMP the services set forth herein in
accordance with the terms and conditions hereof
NOW THEREFORE, in consideration of the covenants and agreements contained
herein, and for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:
a) SERVICES TO BE PROVIDED
(i) TELEGLOBE Services
Teleglobe shall provide to TMP the services specified in Schedule 1
hereto (the "Services") and will charge back TMP for said Services,
as set forth in Schedule 1, attached hereto.
(ii) Manner of Furnishing Services
TELEGLOBE shall render and perform the Services as an independent
contractor in accordance with its own standards for furnishing such
services to itself or its subsidiaries at the time the Services are
provided, subject to the provisions of this Agreement and with all
applicable governmental laws, rules and regulations. Notwithstanding
the foregoing, in providing the Services, TELEGLOBE and its
directors, officers and employees shall not be responsible, or have
any liability, for the accuracy, completeness or timeliness of any
advice or service or any report, filing or other document that it or
any of them provides, prepares or assists in preparing, except to the
extent that any inaccuracy, incompleteness or untimeliness arises
from the gross negligence or willful misconduct of TELEGLOBE and its
directors, officers and employees from and against any and all
damage, cost, loss, liability and expense (including reasonable
attorney's fees) in connection with any
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and all actions or threatened actions arising out of the performance
of the Services, except in circumstances where the party who would
otherwise be indemnified hereunder has not met the standard of care
described in the preceding sentence. In no event shall TELEGLOBE
or its directors, officers or employees be liable for any indirect,
special or consequential damages in connection with or arising out
of the performance of the Services.
b) TERM OF AGREEMENT
Term of this Agreement shall be deemed to have commenced on June 30, 1994,
and shall continue so long as any of the categories of Services is provided
by TELEGLOBE to TMP (the "Term"); provided that TMP shall have the right to
terminate the provision by TELEGLOBE of any or all of the categories of
Services upon furnishing TELEGLOBE ninety (90) days prior written notice and
provided, further, that the parties hereto acknowledge and agree that no
monies shall be due and owing hereunder or shall be paid after August 7,
1996 for any Services rendered prior to such date other than for Services
that have already been invoiced as of such date in an amount not to exceed
CND$ 50,000.
c) PAYMENT TERMS
(i) Payment Date
Within fifteen (15) days after the end of each calendar month,
TELEGLOBE shall invoice TMP for those Services provided by TELEGLOBE
to TMP during the preceding month, together with any unbilled or
unpaid charges for any prior month. Such invoice shall set forth in
detail information supporting the amount of such invoice and shall be
due and payable by TMP within thirty (30) days of receipt thereof by
TMP.
(ii) Maintenance of Records
TELEGLOBE shall maintain those records necessary to support the amount
set forth on its invoices.
d) MISCELLANEOUS
(i) Notices
All notices given under this Agreement must be in writing and sent by
hand delivery, by overnight courier or by facsimile transmission
(answerback received), to:
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TMP
Teleglobe Mobile Partners
C/O the Managing Partner
Teleglobe Mobile Investment Inc.
0000 xx Xx Xxxxxxxxxxx Xxxxxx Xxxx
Xxxxxxxx (Xxxxxx)
X0X 0X0
Facsimile: (000) 000-0000
Attention: Treasurer
TELEGLOBE
Teleglobe Inc.
0000 xx Xx Xxxxxxxxxxx Xxxxxx Xxxx
Xxxxxxxx (Xxxxxx)
X0X 0X0
Facsimile: (000) 000-0000
Attention: Corporate Secretary
or to such other persons or addresses as either party may designate by
written notice to the other. All such notices sent to either party
shall be effective on the date of actual receipt.
(ii) Binding Effect; Assignment
This Agreement shall be binding upon the parties and their permitted
successors and assigns. Neither this Agreement nor any interests or
obligations hereunder shall be assigned or transferred (by operation
of law or otherwise) to any person without the prior consent of the
other party.
(iii) Entire Agreement
This Agreement and all attachments (which are hereby made part of this
Agreement) contain the entire understanding between the parties and
supersede all prior written and oral understandings relating to the
subject hereof. No representations, agreements, modifications or
understandings not contained herein shall be valid or effective unless
agree to in writing and signed by both parties. Any modification or
amendment of this Agreement must be in writing and signed by both
parties.
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(iv) Governing Law
The construction, interpretation and performance of this Agreement, as
well as the legal relations of the parties arising hereunder, shall be
governed by the and construed in accordance with the laws of the
Province of Quebec and applicable laws of Canada, without giving
effect to the conflict or choice of law provisions thereof. Neither
party may bring any action for a claim under this Agreement later than
one (1) year after the termination or expiration of this Agreement.
(v) Waiver
It is understood and agreed that no failure or delay by either party
in exercising any right, power or privilege hereunder shall operate as
a waiver thereof, nor shall any single or partial exercise thereof
preclude any other or further exercise conditions of this Agreement
shall be deemed to be a waiver of any subsequent breach of any
conditions of any term or condition. All waivers must be in writing
and signed by the party sought to be bound.
(vi) Severability
If any part of this Agreement shall be held invalid or unenforceable,
such determination shall not affect the validity or enforceability of
any remaining portion, which shall remain in force and effect as if
this Agreement had been executed with the invalid or unenforceable
portion thereof eliminated.
(vii) Headings
Headings in this Agreement are included for convenience of reference
only and shall not constitute a part of this Agreement for any other
purpose.
IN WITNESS WHEREOF, the parties have caused this Administrative Services
Agreement to be executed as of the day and year first above written.
TELEGLOBE INC.
By: /s/ XXXXXXXX XXXXXX
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Name: Xxxxxxxx Xxxxxx
Title: Vice-President, Finance and
Controller
TELEGLOBE MOBILE PARTNERS
(by its Managing Partner Teleglobe Mobile
Investment Inc.)
By: /s/ XXXXX XXXXXXXXXXX
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Name: Xxxxx Xxxxxxxxxxx
Title: Secretary
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SCHEDULE 1 - SERVICES
Upon the request of TMP from time to time, TELEGLOBE shall provide management
services such as accounting services, legal advice and technical support to
TMP for the ORBCOMM System.
In consideration of the provision of the Services by TELEGLOBE to TMP, TMP
shall reimburse TELEGLOBE the following expenses incurred by TELEGLOBE:
a) any direct out-of-pocket expenses incurred in connection with the
provision of the Services such as:
(i) travel and accommodation expenses of TELEGLOBE's employees or
representatives for necessary business trips made for the provision
of the Services;
(ii) professional fees and disbursements of external experts such as
outside legal counsels, accountants and other professionals from
whom TELEGLOBE has retained the services for the provision of the
Services; and
(iii) cost of any office supply or material used by TELEGLOBE for the
provision of the Services; and
b) total remuneration (salary and fringe benefits) of TELEGLOBE's employees
directly affected to the provision of the Services.
Except for such reimbursement of the expenses incurred by TELEGLOBE, no other
compensation or remuneration shall be payable to TELEGLOBE by TMP pursuant to
this Administrative Services Agreement.
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