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EXHIBIT 10.3
OPTION AND SERVICES AGREEMENT
THIS OPTION AND SERVICES AGREEMENT is made as of this 21st day of
September, 2001, by and between TRANSNET CONNECT, INC., a Florida corporation
("Transnet") and OWNERTEL, INC., a Georgia corporation ("OwnerTel").
WITNESSETH:
WHEREAS, OwnerTel desires to become a reseller of long distance
telephone service and TransNet desires to sell to OwnerTel its public service
commission certifications ("Certifications") and long distance customer base;
WHEREAS, OwnerTel desires that Transnet manage the processing and
servicing of its customers accounts; and
WHEREAS, Transnet is experienced in the telecommunications business
and is willing to provide such management services during the time period and
on such terms as set forth in this Agreement.
All capitalized terms used herein which are not defined shall have the
same meanings as set forth in the Purchase Agreement.
NOW, THEREFORE, in consideration of the mutual promises of the parties
hereto and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
SECTION 1. OPTION GRANT. TransNet hereby grants to OwnerTel,
the exclusive, transferable right, exercisable at any time for a period of one
(1) year after the date of this Agreement, to obtain TranNet's Certifications
and long distance telephone customer base, in whole or in part.
SECTION 2. PROVISION OF SERVICES BY TRANSNET. In consideration
of the Option Grant as set forth in Section 1 of this Agreement, OwnerTel
agrees to hire TransNet to be the exclusive provider of customer service and
billing and collection services for OwnerTel's long distance telephone
customers, which duties and responsibilities include, but are not limited to:
(a) customer service; and
(b) billing and collection services.
SECTION 3. SERVICE FEE. In consideration of the services
provided by Transnet hereunder, OwnerTel shall pay to Transnet a fee equal to
One Dollar ($1.00) per month, per customer during each month that such customer
has a usage related charge (the "Service Fee"). The Service Fee shall be paid
to TransNet on a monthly basis.
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SECTION 4. TERM AND TERMINATION. The term of this Agreement
shall be for a period of two (2) years commencing on the Effective Date. This
Agreement shall be automatically renewed for successive one (1) year renewal
terms unless either Transnet or OwnerTel delivers to the other a notice of
non-extension at least ninety (90) days prior to the scheduled expiration date
of this Agreement. Notwithstanding the foregoing, OwnerTel or TransNet may
terminate this Agreement in the event that:
(a) proceedings in bankruptcy are instituted by or
against the other party, or the other party terminates its business
activities for any other reason; or
(b) there is a material breach of, or material failure
to comply with, any of the terms or conditions of this Agreement by
the other party which breach or failure is not remedied within thirty
(30) days after notice of such breach or failure.
SECTION 5. REPRESENTATIONS AND WARRANTIES. Each Party
represents that it has full power to enter into and complete the transactions
required hereunder, and that this Agreement is enforceable against it in
accordance with its terms, and that the activities contemplated hereunder do
not conflict with or constitute a breach of or default under any contracts or
commitments to which it is a party.
SECTION 6. RELATIONSHIP OF PARTIES. The relationship of the
parties hereunder shall be that of independent contractors. Neither Party shall
be deemed an employee, agent, joint venturer or partner of the other and
neither party shall have the power or authority to bind or obligate the other.
SECTION 7. NOTICES. Notices hereunder shall be given in writing
and will be deemed to have been given (a) on the date delivered in person, (b)
on the date indicated on the return receipt if mailed postage prepaid, by
certified or registered U.S. mail, with return receipt requested, (c) on the
date transmitted by facsimile, if sent by 5:00 p.m. Eastern Time, on a regular
business day and confirmation of receipt thereof is reflected or obtained, or
(d) if sent by overnight courier service, on the next business day after
delivery to the courier service (in time for and specifying next day delivery).
In each case such notices shall be sent to the address or facsimile number set
forth below. Either party may change such address by written notice to the
other party hereto.
If to OwnerTel: OwnerTel, Inc.
#176
0000 Xxxxxxxxx Xxxx
Xxxxxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxxxx Xxxx
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If to TransNet: TransNet Connect, Inc.
Xxxxx 000
0000 X. Xxxxxx Xxxxxx
Xxxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: Xxxx Xxxxx
SECTION 8. ASSIGNABILITY. This Agreement and the rights and
obligations hereunder may not be assigned by either party without the prior
written consent of the other party.
SECTION 9. FORCE MAJEURE. Neither party will be liable for any
failure to perform any obligation (other than payment obligations) hereunder,
or from any delay in the performance thereof, due to causes beyond its control,
including without limitation disputes of whatever nature, acts of God, public
enemy, acts of government, failure of telecommunications or other calamity.
SECTION 10. AMENDMENT. This Agreement may be amended at any time
by mutual consent of the parties hereto, with any such amendment to be invalid
unless in writing and signed by Transnet and OwnerTel.
SECTION 11. GOVERNING LAW. This Agreement shall be governed by
and construed in accordance with the laws of the state of Georgia.
SECTION 12. ENTIRE AGREEMENT. This Agreement contains the entire
agreement and understanding by and between Transnet and OwnerTel with respect
to the services to be provided, and no representations, promises, agreements or
understandings, written or oral, relating to the services to be provided by
Transnet not contained or referenced herein or therein shall be of any force or
effect.
SECTION 13. COUNTERPARTS. This Agreement may be executed in one
or more counterparts, each of which shall be deemed an original, but all of
which shall be considered one and the same instrument.
[Remainder of page intentionally left blank]
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[Signature page to Option and Services Agreement]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first written above.
TRANSNET CONNECT, INC.
By /s/ Xxxx Xxxxx
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Name Xxxx Xxxxx
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Title President
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OWNERTEL, INC.
By /s/ Xxxxxxx X. Head, III
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Name Xxxxxxx X. Head, III
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Title President
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