AGREEMENT BETWEEN
KINGDOM VISION NETWORK, INC.
AND
CHAMELEON
COMMUNICATIONS
GROUP, INC.
CONCERNING SKYNET TRANSPONDER SERVICE
This Agreement is made this 23rd day of May, 2000, by and between Kingdom
Vision Network, Inc., (KVN), a corporation organized and existing under
the laws of the state of Colorado, with corporate offices at 0000 X.
Xxxxxx Xxxx., Xxxxx 000, Xxxxx, XX 00000 (hereinafter referred to as
"KVN") which expression shall include its successors and permitted
assigns) and Chameleon Communications Group, In., a corporation
organized and existing under the laws of the State of Florida, and
having a place of business at 0000 Xxxxxxx Xxxxx, Xxxxx, Xxxxxxx, 00000
(hereinafter referred to as "CHAMELEON" which expression shall include
its successors and permitted assigns).
WITNESSETH:
WHEREAS, CHAMELEON has satellite capacity available for the purpose of
providing such capacity to customers; and:
WHEREAS, KVN desires to obtain C-Band transponder (or space
segment)capacity service on the Telstar 7 Satellite ("Telstar")to be
used for satellite transmission service; and,
WHEREAS, this agreement shall be in effect and the satellite services
provided hereunder shall be provided by CHAMELEON to KVN on a non-common
carrier basis such that the terms and conditions of the use of these
services are governed solely by this Agreement.
NOW, THEREFORE, KVN and CHAMELEON, in consideration of the mutual
covenants expressed herein, agree as follows:
1. TANSPONDER SERVICES
1.1 CHAMELEON offers and XXX xxxxx orders Skynet transponder service
consisting of service on one (1) 00 XXx 00 Xxxx X-Xxxx Non-pre-emptible
transponder (hereinafter referred to as the Transponder on Telstar 7
for a term of service from August 1, 2000 through July 31, 2005. Such
service is composed of bare transponder capacity, with intrasatellite
and intersatellite transponder management including Tracking, Telemetry
and Control (TT&C) maintenance of the satellite(s) used to provide the
transponder (or space segment) capacity and protection as ordered by KVN
("the Service").
1.2 the Service is furnished to KVN subject to the Agreement which
consists of this Service Description and the Skynet General Terms and
Conditions, attached hereto and incorporated herein by reference.
2. RATE AND TERM OF SERVICE
KVN shall pay a monthly rate for the Service, as set forth in Paragraph
2 of the General Terms and Conditions and the following table:
Monthly Rate
Quantity Service Satellite Term Per Transponder
------------------------------------------------------------------
1 36MHz(C) Telstar 7 6 mo. $105,000.00
54 mo. $160,000.00
3. SECURITY DEPOSIT
A security deposit equal to one month's payment ($160,000.00) is
necessary to secure the transponder space for August 1, 2000. This
amount is due and payable by or before May 30, 2000.
Additionally, at least seven days prior to commencement of service, an
additional security deposit equal to tow service payments of $160,000.00
each should be received at the offices of Chameleon Communications,
Group, Inc. The first month's service payment ($105,000.00) will be
deducted from the initial security deposit. This will leave a total of
$375,000.00 as deposit until the last three payments of the contract,
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whereupon the deposit will be applied to these payments, unless a new
contract has not been negotiated at that time extending the service on
the Skynet system.
4. OPTIONS
They type of service may be upgraded from non-pre-emptible to protected
for an additional $10,000.00 per month
5. TRANSPONDER LOADING
The monthly rate as set forth in Paragraph 2 ("RATES") for the Service
includes intrasatellite and intersatellite transponder management for
the uplink of carriers within power and bandwidth constraints per
transponder, subject to intrasatellite and intersatellite coordination,
for the KVN's initial loading plan ("Initial Loading Plan"). Any
changes to such Initial Loading Plan shall be subject to the provisions
of Paragraph 8 ("USE OF THE TRANSPONDER") of the General Terms and
Conditions.
6. NOTICES
All notices, demands, requests, or other communications which may be or
are required to be give, served or sent by one party to the other
pursuant to this Agreement (except as otherwise specifically provided in
the Agreement shall be in writing and shall be delivered by confirmed
facsimile, confirmed overnight mail, by hand or mailed by first-class,
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:
(i) If to KVN:
M. Xxxxxxx Xxxxxx or Xx. Xxxx Xxxxx XX
Kingdom Vision Network, Inc.
0000 X. Xxxxxx Xx.
Xxxxx 000
Xxxxx, XX 00000
Voice (000) 000-0000
Fax (000) 000-0000
(ii) Technical Contact:
Mr. Xxxx Xxxx
Kingdom Vision Network, Inc.
000 Xxxxxxxxx Xxxx.
Xxxxx 000
Xx. Xxxx, XX 00000
Voice (000) 000-0000
Fax (000) 000-0000
(iii) If to CHAMELEON
Mr. F.S. (Buddy) Xxxxxxx
Chameleon Communications Group, Inc.
X.X.Xxx 9033
0000 Xxxxxxx Xxxxx
Xxxxx, XX 00000
Voice (000) 000-0000
Fax (000) 000-0000
Email xxxxx@xxxx.xxx
Either party may designate by notice in writing a new address or
addressee, to which any notice, demand, request, or communication may
thereafter be so give, served or sent. Each notice, demand, request, or
communication which shall be delivered, shall be deemed sufficiently
given, served, sent or received for all purposes at such time as it is
delivered to the addressee named above as to each party, with the signed
messenger receipt, return receipt, or the delivery receipt being deemed
conclusive evidence of such deliver.
7. ENTIRE AGREEMENT
This Agreement along with matters incorporated herein by reference,
constitutes the entire agreement between KVN and CHAMELEON relative to
the Service, and this Agreement can be altered, amended or revoked only
by an instrument in writing signed by both KVN and CHAMELEON. KVN and
CHAMELEON agree hereby that any prior or contemporaneous oral and
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written agreements between and among themselves and their agents and
representatives relative to the subject of this Agreement are superseded
and replaced by this Agreement. Any provision of this Agreement found
to be unenforceable or invalid by a court of competent jurisdiction
shall in no way affect the validity or enforceability of any other
provision except that if such invalid or unenforceable provision
provided a material benefit to a party hereto, such party shall have the
right to terminate the Agreement without liability to the other.
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement
as of the day and year first written, and agree to the terms and
conditions set forth herein.
KVN
By: Xxxx Xxxxx XX
Title: Executive Vice President
Date: 7-1-00
CHAMELEON
By: F.S. (Buddy) Xxxxxxx
Title: Pres.
Date: 5-23-2000
