EXHIBIT 10.17
SERVICE AGREEMENT
This Agreement dated as of ___ 5/12/1999 by and between Hyperion Communications
of New Jersey, LLC and ____________ FastNet ____________________ ("Customer").
Hyperion is a certified local exchange, switched access, long distance and
dedicated access service carrier.
Customer is desirous of Hyperion providing to Customer telecommunications
service(s) and hereby agrees to purchase the services(s) at the cost(s) and
term(s) as set forth herein.
In consideration of the mutual promises and covenants contained herein the
parties agree to the following:
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Total
Total Monthly Monthly
Installation Installation Recurring Recurring
Quantity Service Term Cost Cost Cost Cost
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56 PRI 1 $0 $0 [*] $20,160**
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3 Blocks 20#'s 1 $0 $0 [*] $48
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Total* $0 $20,208
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[**2 Months Free Service from date of Installation]
(Additional Terms and Conditions follow on the reverse side.)
CUSTOMER INFORMATION & APPROVAL
Company Name: FastNet Name: Xxxx Xxxxxx
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Address: 0000 Xxxxxxxx Xx., Xxx. 000 Title: Vice-President
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City, state, ZIP: Xxxxxxxxx, XX 00000 Signature: /s/ Xxxx Xxxxxx
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Account Executive Sales Manger Xxxx Xxxxxx
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Name: Xxxx X. Xxxxxxxx Name: Xxxx Xxxxxxxx
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Signature: Signature:
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General Manager
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Name: Xxxxx Xxxxx
Signature:
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[*] We are seeking confidential treatment of these terms, which have been
omitted. The confidential portion has been filed separately with the
Securities and Exchange Commission.
ADDITIONAL TERMS AND CONDITIONS
1. PAYMENT. Payment for service(s), including applicable federal, state, and
local taxes, is due upon receipt of invoice. Beginning thirty (30) days
after the date of invoice, interest on late payments will accrue at the
rate of 1.5% per month, or the highest rate allowed by law on the unpaid
balance, whichever is lower.
2. ADDITIONAL CHARGES. Customer is subject to the applicable charges for
moves, adds, changes, and upgrades for those items covered by this Service
Agreement. All service(s) other than those stated herein will be provided
at the prevailing charges.
3. TARIFFS. Additional terms and conditions of this Service Agreement are set
forth in Hyperion tariffs which are subject to change and are on file with
the applicable state and/or federal regulatory authorities. Except for the
cost(s) of service(s) on a term of more than month to month, these tariffs
fully determine the rights and obligations of Customer and, in the event of
any conflicts between this Service Agreement and the tariff, the tariff
shall control.
4. TOTAL SERVICE RESALE. In the event that service(s) are sold to customer via
Total Service Resale, Hyperion reserves the right to transfer Customer, at
no additional charge, to Hyperion's partial or total on-net services.
5. ASSUMPTION/PURCHASE OF CONTRACT. In the event that Hyperion assumes or
purchases an existing contract between Customer and another
telecommunications carrier, Customer shall be indemnified and held harmless
against any and all termination liability associated with said contract so
long as Customer enters into a Service Agreement with Hyperion for a term
equal to or greater than the remaining term of Customer's existing
contract.
6. NOTICE OF TERMINATION. In the event Customer intends to terminate this
Service Agreement prior to expiration of the term set forth herein, if more
than a month to month term, Customer shall provide Hyperion three (3)
months written notice. In the event that Customer does not so notify
Hyperion, Customer shall owe Hyperion an additional three (3) months of
charges in additional to the termination liability outlined below.
7. TERMINATION LIABILITY. If Customer terminates service prior to the
fulfillment of the term, then a termination liability will be due to
Hyperion from Customer. The termination liability shall be the greater of
the following:
a) the difference between the term period and the actual number of months
the service has been in effect at the time of termination multiplied
by the monthly rate for such service; or
b) the termination liability charges associated with such assumed or
purchased contract.
