EXHIBIT 10.15
[LOGO OF WORLD COM]
WORLDCOM DATA SERVICES
(REVENUE PLAN)
This Application for Data Services (THE "AGREEMENT") is made by EXODUS
COMMUNICATIONS, INC., a California corporation with its principal office at 0000
XXXXX XXXXX, XXXXX XXXXX, XXXXXXXXXX 00000, ("CUSTOMER"), and WORLDCOM, INC., a
Georgia corporation ("WORLDCOM"), for service described below.
1. SERVICES: Interexchange telecommunications service (THE "PRIVATE LINE
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SERVICE") and frame relay service (THE "FRAME RELAY SERVICE") ATM Service (THE
"WORLDCOM ATM SERVICE") international frame relay service (THE "INTERNATIONAL
FRAME RELAY SERVICE") and international private line services (THE
"INTERNATIONAL PRIVATE LINE SERVICE") shall be provided by WorldCom pursuant to
the applicable tariffs of WorldCom Network Services, Inc., a wholly owned
subsidiary of WorldCom, (THE "TARIFFS"). The Tariffs provide terms and
conditions of the Service which include, but are not limited to, taxes, credit
approval procedures, Customer credits, termination liability, and limitations
with respect to the assignment of the Service. The Tariffs may be modified from
time to time by WorldCom in accordance with law and thereby affect the Service
furnished to customer For purposes of this Agreement, Private Line Service,
Frame Relay Service, ATM Service, International Private Line and International
Frame Relay shall be collectively referred to as (the "Service").
2. TERMS AND CONDITIONS: The parties agree that the terms and conditions of
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this Agreement shall supplement, or to the extent they are inconsistent with the
Tariffs, supersede the terms and conditions of the Tariffs. For purposes of this
Agreement, any references to "Service" in the Tariffs shall also be deemed to
refer to the applicable WorldCom Service in the Tariffs.
3. MINIMUM MONTHLY COMMITMENT: Commencing as of the Commitment Commencing
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Date set forth below and continuing through the Commitment Ending Date below,
Customer agrees to maintain each month:
(i) the aggregate base rate charges for Domestic Private Line Service(before the
application of discounts) and/or (ii) the aggregate base rate charges for
Domestic Frame Relay Services (before the application of discounts) and/or (iii)
the aggregate base rate charges for Domestic ATM Services (before the
application of discounts) (collectively the
"Aggregate Base Rate Charges") as follows:
MINIMUM MONTHLY COMMITMENT: $230,000.00
(Based on Customer's actual monthly Aggregate Base Rate Charges before the
application of discounts.)
4. REVENUE PLAN SERVICE TERM/COMMENCEMENT COMMITMENT:
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CUSTOMER COMMITMENT PERIOD: SIXTY (60) MONTH(S)
COMMENCEMENT DATE: For the purposes of this Agreement, the "COMMENCEMENT
DATE" will be the next billing cycle following the date this Agreement has been
fully executed by both parties and Customer has received a satisfactory credit
review and approval from WorldCom's Credit Department, and all security
documentation, if any, required by WorldCom has been properly executed and
delivered to WorldCom (collectively, the "CREDIT REVIEW").
Commitment Commencement Date: is to be the same as the Commencement Date
above Commitment Ending Date: is to be sixty (60) months following the
Commitment Commencement Date above
5. APPLICATION OF DISCOUNTS: Commencing as of the Commencement Date set forth
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in Section 4 above and continuing through the Commitment Ending Date, WorldCom
agrees to aggregate:
(i) monthly recurring charges for Domestic Private Line Service (before the
application of discounts), and
(ii) monthly recurring Network Node charges for Domestic Frame Relay Service
(before the application of discounts) in determining Customer's corresponding
discount for Domestic Private Line, Domestic Frame Relay and Domestic ATM
Service.
TERMS AND CONDITIONS CONTAINED HEREIN WILL BE OFFERED FOR FIFTEEN (15) DAYS FROM
SEPTEMBER 17, 1997
MAIL TO: SALES CONTRACT ADMIN., WORLDCOM, INC., 000 XXXX XXXXX, XXXXX 000,
XXXXXXX, XX 00000
PAGE 1 OF 5
6. PROPRIETARY INFORMATION:
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(a) Confidential Information: The parties understand and agree that the
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terms and conditions of this Agreement, all documents referenced and invoices to
Customer for Service provided hereunder, communications between the parties
regarding this Agreement (including price quotes to Customer for any Service
proposed to be provided or actually provided hereunder), as well as such non-
public information relevant to any other agreement between the parties
(collectively "CONFIDENTIAL INFORMATION"), are confidential as between Customer
and WorldCom.
(b) Limited Disclosure: A party shall not disclose Confidential Information
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unless subject to discovery or disclosure pursuant to legal process, or to any
party other than the directors, officers, and employees of a party or a party's
agents including their respective brokers, lenders, insurance carriers or bona
fide prospective purchasers who have specifically agreed in writing to
nondisclosure of the terms and conditions hereof. Any disclosure hereof required
by legal process shall only be made after providing the non-disclosing party
with notice thereof in order to permit the non-discIosing party to seek an
appropriate protective order or exemption. Violation by a party or its agents of
the foregoing provisions shall entitle the non-disclosing party, at its option,
to obtain injunctive relief without a showing of irreparable harm or injury and
without bond.
(c) Press Releases: The parties further agree that any press release,
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advertisement or publication generated by a party regarding this Agreement, will
be submitted to the non-publishing party for its written approval prior to
publication.
(d) Survival of Confidentiality: The provisions of this Section 6 will be
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effective as of the date of this Agreement and remain in full force and effect
for a period which will be the longer of (i) one (1) year following the date of
this Agreement, or (ii) one (1) year from the termination of all Service
hereunder
7. LETTER OF AGENCY ("LOA"): The Undersigned [duly authorized representative
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of Customer] hereby authorizes WorldCom, if requested in writing by Customer, to
provision Customer's Local Access. This LOA supersedes all previous LOAs and
shall remain in effect until canceled by Customer in writing.
8. PRICING: (a) Rates for Domestic Private Line Service and Domestic Frame
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Relay Service are as set forth in the applicable WorldCom tariffs. Discounts for
both Domestic Private Line and Frame Relay Service are as described below.
(b) Rates and discounts for International Service shall be as set forth in
WorldCom's Service Orders (THE "SERVICE ORDERS").
(c) Rates for ATM Service shall be as set forth in WorldCom's Service
Orders (the "Service Orders"). Discounts for domestic ATM Service are as
described below.
A. WORLDCOM PRIVATE LINE - DS-0 PRICE SCHEDULE
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(BASED ON FIVE (5) YEARS/$230,000 PER MONTH)
Monthly Volume DS-0 Discount Schedule
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$230,000 & OVER 23%
B. WORLDCOM PRIVATE LINE - FT-1 PRICE SCHEDULE
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(BASED ON FIVE (5) YEARS/$230,000 PER MONTH)
Monthly Volume FT-1 Discount Schedule
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$230,000 -$349,999 32%
$350,000 -$499,999 33%
$500,000 -$749,999 34%
$750,000 -$1,000,000 35%
MULTI-CHANNEL DISCOUNTS
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# Channels Discounts
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2-3 7.5%
4-7 15.0%
8-11 20.0%
12 & OVER 35.0%
C. WORLDCOM PRIVATE LINE - DS-1 PRICE SCHEDULE
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(BASED ON FIVE (5) YEARS/$230,000 PER MONTH)
TERMS AND CONDITIONS CONTAINED HEREIN WILL BE OFFERED FOR FIFTEEN (15) DAYS FROM
SEPTEMBER 17, 1997
MAIL TO: SALES CONTRACT ADMIN., WORLDCOM, INC., 000 XXXX XXXXX, XXXXX 000,
XXXXXXX, XX 00000
PAGE 2 OF 5
MONTHLY VOLUME DS-1 DISCOUNT SCHEDULE
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$230,000- $349,999 51%
$350,000 - $499.999 52%
$500,000 -$749,999 53%
$750,000- $1,000,000 56%
D. WORLDCOM PRIVATE LINE - DS-3 PRICE SCHEDULE
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(BASED ON FIVE (5) YEARS/$230,000 PER MONTH)
Monthly Volume DS-3 Discount*
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$230,000 - $349,999 38%
$350,000 -$499,999 39%
$500,000 -$749,999 41%
$750,000 & over 42%
* Discounts are applicable to Tier A city pairs only. LEC charges are
additional and are not discountable. No further discounts may be applied.
With the following exception:
Below is a listing of Customer's existing circuits ("Existing Circuits").
Existing Circuits shall remain unchanged.
Discounts above do not apply to Existing Circuits.
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Discounted
Location A Location Z Circuit ID WorldCom
Monthly IXC
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San Francisco El Segundo WZ563648 $15,290.44
Santa Xxxxx Seattle WZ563540 $36,423.14
Seattle Riverdale WZ563643 $43,747.20
Riverdale Jersey City WZ563635 $24,001.44
Jersey City Vienna WZ563565 $13,168.80
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E. WORLDCOM DOMESTIC FRAME RELAY DISCOUNT SCHEDULE
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(BASED ON FIVE (5)-YEAR, /$230,000 PER MONTH)
Monthly Volume Discount
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$230,000 -$349,999 34%
$350,000 - $499,999 35%
$500,000 -$749,999 36%
$750,000 -$1,000,000 37%
TERMS AND CONDITIONS CONTAINED HEREIN WILL BE OFFERED FOR FIFTEEN (15) DAYS FROM
SEPTEMBER 17, 1997
MAIL TO: SALES CONTRACT ADMIN., WORLDCOM, INC., 000 XXXX XXXXX, XXXXX 000,
XXXXXXX, XX 00000
PAGE 3 OF 5
F. WORLDCOM DOMESTIC ATM DISCOUNT SCHEDULE
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(BASED ON FIVE (5)-YEAR, /$230,000 PER MONTH)
Monthly Volume Discount
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$230,000- $349,999 34%
$350,000 - $499,999 35%
$500,000 - $749,999 36%
$750,000- $1.000,000 37%
G. WORLDCOM INTERNATIONAL PRIVATE LINE DISCOUNT SCHEDULE
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(BASED ON FIVE (5)-YEAR)
Monthly Volume Discount
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$0-$9,999 10%
$10,000 -$24,999 15%
$25,000- $49,999 17%
$50,000 -$99,999 19%
$100,000 & OVER 21%
H. WORLDCOM INTERNATIONAL FRAME RELAY DISCOUNT SCHEDULE
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(BASED ON FIVE (5)-YEAR)
Monthly Volume Discount
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$0-$24,999 14%
$25,000 - $74,999 19%
$75,000 -$124,999 22%
$125,000 -$199,999 25%
10. WAIVER OF PRIVATE LINE INSTALLATION CHARGES: Commencing with the
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Commencement Date and continuing through the Commitment Ending Date, WorldCom
agrees to waive WorldCom installation charges and LEC installation charges
(collectively "Installation Waiver") in an amount not to exceed four (4)) times
the Monthly Recurring IXC charges for Private Line Service ordered following the
Commencement Date (the "New Service"). In the event Customer cancels a New
Service on a date prior to twelve (12) months following the Start of Service
Date for such New Service, WorldCom will have the right to charge Customer an
amount equal to the Installation Waivers for such New Service.
11. WAIVER OF FRAME RELAY INSTALLATION CHARGES: Commencing with the
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Commencement Date and continuing through the Commitment Ending Date, WorldCom
agrees to waive WorldCom installation charges and LEC installation charges
(collectively "Installation Waivers") in an amount not to exceed four (4) times
the Monthly Recurring Network Node and PVC charges for Frame Relay Service
ordered following the Commencement Date (the "New Service"). In the event
Customer cancels a New Service on a date prior to twelve (12) months following
the Start of Service Date for such New Service, WorldCom will have the right to
charge Customer an amount equal to the Installation Waivers for such New
Service.
TERMS AND CONDITIONS CONTAINED HEREIN WILL BE OFFERED FOR FIFTEEN (15) DAYS FROM
SEPTEMBER 17, 1997
MAIL TO: SALES CONTRACT ADMIN., WORLDCOM, INC., 000 XXXX XXXXX, XXXXX 000,
XXXXXXX, XX 00000
PAGE 4 OF 5
ENTIRE AGREEMENT: This Agreement (including any documents incorporated herein by
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reference) constitutes the entire understanding between the parties and
supersedes any prior agreements and proposals between the parties whether oral
or written, for Service provided hereunder.
WORLDCOM, INC. EXODUS COMMUNICATIONS, INC.
/s/ B. V. Xxxxxxxxx
__________________________ ---------------------------------
(Authorized Signature) (Authorized Signature)
XXXXX X. XXXXXX B. V. Xxxxxxxxx
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(Print Name) (Print Name)
9/18/97
__________________________ ---------------------------------
(Date Received) (Date Signed)
TERMS AND CONDITIONS CONTAINED HEREIN WILL BE OFFERED FOR FIFTEEN (15) DAYS FROM
SEPTEMBER 17, 1997
MAIL TO: SALES CONTRACT ADMIN., WORLDCOM, INC., 000 XXXX XXXXX, XXXXX 000,
XXXXXXX, XX 00000
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