EXHIBIT 10.24
MEMORANDUM OF AGREEMENT
between
iBASIS INC. 00 Xxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000
and
NetSpeak Corporation 000 Xxxxx Xxxxx Xx, Xxxx Xxxxx, XX 00000
Purpose
The purpose of this Memorandum of Agreement is to define the elements of a
strategic partnership relationship between NetSpeak and iBasis (hereinafter
referred to as "the Parties") at a sufficiently detailed level to commence a
commercial and operational engagement/agreement. The terms of the Memorandum
of Agreement will address:
(i) Purchase and Deployment of NetSpeak technology and solutions in the
iBasis network for the purpose of offering value-added IP services.
(ii) Establish a process for strategically aligning the evolution of NetSpeak
product development and support processes with the evolving needs of
iBasis's network based service offers.
Scope
- iBasis will deploy NetSpeak's Call Management Software for supporting its
network and back-office operations.
- All generally available commercial NetSpeak products and product
components will be available to iBasis for downstream use by all iBasis
customers regardless of geographic location or existing relationship
between such customers and the Parties. These end user customers will
include, but not be limited to, service providers who interconnect with
the iBasis network for the purpose of originating or terminating telephone
traffic.
- NetSpeak will provide a dedicated resource to support iBasis. This
resource will be available on site, for the purpose of assisting in the
network deployment of NetSpeak software, and for the development of new
services.
- The above mentioned resource will be assigned with a minimum commitment
of US$1 million in purchases from NetSpeak for the first 12 months of
the engagement.
- Such resources will be made available in subsequent 12 month periods so
long as purchases equal or exceed US$1 million.
- Custom development work required to facilitate the deployment and
operation of the iBasis network will be done on a contract basis at a cost
to be mutually agreed upon by the Parties.
- Fixes and code changes enhancing network or solution efficiency will be
covered under the NetSpeak maintenance and support agreement. Such
fixes and enhancements may be performed by an on-site dedicated resource.
- NetSpeak will co-market iBasis termination and egress capabilities along
with it's own offers to ITSPs. NetSpeak will position iBasis as its
preferred partner for such services.
NetSpeak Proprietary and Confidential
- NetSpeak will engage in joint development, planning and offer trials with
iBasis. These activities will reflect the strategic and mutually
supportive partnership between the parties, but also recognize that the
parties continue to be independent entities in relation to the Memorandum
of Agreement. These activities will proceed in any instance by mutual
agreement and the Parties will establish a process for defining, agreeing
to and reviewing such activities. In addition, iBasis will be offered the
ability to participate in all current and future NetSpeak beta programs.
MARKETING AND SALES
- The Parties will develop profiles of origination and termination partners
to whom NetSpeak can co-market iBasis backbone and termination services.
In support of this, iBasis will provide NetSpeak with sales collateral and
rate sheets.
- NetSpeak and iBasis will create a press release co-incident with the
signing of a formal agreement announcing the Parties' strategic
relationship, subject to legal restrictions.
- NetSpeak and iBasis will seek additional press and public relations
opportunities.
- NetSpeak and iBasis will jointly participate in at least one trade show
annually. Such joint participation will be agreed upon on an annual basis
and costs will be equitably shared.
- iBasis will have the ability to private label the NetSpeak WebPhone client
software as needed. NetSpeak will customize WebPhone client documentation
and training support materials to support iBasis branding efforts for a
fee to be mutually agreed by both Parties.
JOINT DEVELOPMENT AND PLANNING
- The Parties will schedule and conduct joint reviews of NetSpeak product
direction on a quarterly basis to provide iBasis the opportunity to
critique and input to the NetSpeak product release planning. NetSpeak will
make a good faith attempt to accommodate iBasis input, to the extent that
this is consistent with the achievement of its overall business needs and
priorities in the general market.
- NetSpeak will at it's discretion perform joint offer development and
testing with iBasis provided that this work is also consistent with
NetSpeak overall product direction, that NetSpeak has resources available
to adequately perform the work, and that NetSpeak's committed product
release schedules are not adversely impacted. This work will be done under
a professional services contract.
In any particular engagement, the parties will create an agreement
addendum which spells out how issues such as intellectual property
ownership, periods for exclusivity and the right for NetSpeak to make
related offers generally available in the marketplace will be dealt with.
TERMS AND PRICES FOR NETSPEAK PRODUCTS
Within 30 days of executing this agreement, NetSpeak will establish a product
pricing schedule for iBasis. This schedule will be mutually agreed to by both
parties and will reflect Most Favored Nation (MFN) pricing.
NetSpeak Proprietary and Confidential
Upon establishing this pricing schedule, products purchased for deployment
within the iBasis network, to support iBasis customer deployments, will be
priced according to this schedule.
The above mentioned price schedule will be reviewed 6 months following the
establishment of this agreement.
Once iBasis purchases reach a level of $1M, the iBasis discount will be
updated on an ongoing basis to ensure that iBasis receives discounts no less
than the greatest discount offered to any other customer for corresponding
levels.
A separate pricing schedule will be established for NetSpeak products
purchased by iBasis for testing, development or demonstration purposes
supporting iBasis activities. These purchases will apply to iBasis volume
purchases for the purpose of establishing discount levels.
NetSpeak will give iBasis 30 days advance written notice of any price
increases. Within the 30 day period, iBasis can place a single order at the
former price for an order value no greater than the sum of the order values
placed in the 60 days preceding the date of the increase notice.
PROFESSIONAL SERVICES
NetSpeak professional services engagements will be negotiated on a per
engagement basis. Such engagements will be priced commensurate with fair
market value for the resources required to execute the work.
TRAINING AND FACILITIES
Training will generally be conducted at NetSpeak facilities at NetSpeak's
published course prices. Training is a non-discountable service. Training and
education can be scheduled at iBasis's headquarters depending on the
availability of the equipment set-up to simulate training at iBasis. End User
on-site training can be arranged on a case by case basis and will be charged
at the same $ US rate plus travel and lodging expenses for NetSpeak training
personnel. All training services contracted by iBasis will count toward the
total volume purchases used to establish NetSpeak pricing and discount levels
offered to iBasis. The initial 5 day training for iBasis will be provided at
no charge.
(i) iBasis will send a minimum of 2 sales/marketing personnel to attend
NetSpeak Sales Engineer training within a reasonable time, but no later
than 60 days,
(ii) iBasis will send a minimum of 2 technical support personnel to attend
NetSpeak Network Administration and Installation training within a
reasonable time, but no later than 60 days, from signing the Memorandum of
Agreement.
SUPPORT AND WARRANTIES
iBasis will purchase maintenance and support for the duration of the
Memorandum of Agreement and subsequent formal agreement pursuant to the
"Installation and Support Offering" document. Maintenance is a
non-discountable service and is based on the list price offered to the
customer. In the event that NetSpeak makes generally available software
maintenance releases, which contain corrections or bug fixes, these will be
provided to iBasis for all corresponding products that are in iBasis's
inventory without charge.
NetSpeak Proprietary and Confidential
Software letter releases and some software point releases are included as
part of the support and maintenance agreement. New feature point releases and
major releases will be priced in accordance with standard industry practice.
CHANGE OF CONTROL
This Agreement may not be assigned or delegated by either party without the
prior written approval of the other party, except that either party may
assign all its rights and delegate all its obligations as part of a merger,
reorganization or sale of all or substantially all its assets. Within 30 days
from the execution of this agreement, both parties will jointly agree upon
the appropriate terms for the protection of NetSpeak and iBasis interests
with regard to work product or development initiatives. Subject to the
foregoing, this Agreement is binding on the parties and their successors and
assigns.
CONFIDENTIALITY
All information, whether of a technical nature or otherwise, communicated by
any person in connection with the Memorandum of Agreement or relationship
established by the Memorandum of Agreement will be treated as confidential by
the recipient in accordance with the previous signed Non-Disclosure
Agreement. Each party undertakes that:
(i) it will not use such information for any purpose other than the carrying
out to its responsibilities in accordance with the terms of the Memorandum
of Agreement; and
(ii) it will treat the information as confidential and use the same degree
of care as the Party uses for it's own confidential information of like
sensitivity
NetSpeak Corporation iBasis
By /s/ Xxxx Xxxx By /s/ Xxxx Xxxxxx
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Name Xxxx Xxxx Name Xxxx Xxxxxx
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Title President & CEO Title President & CEO
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Date 8/16/99 Date 8/16/99
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NetSpeak Proprietary and Confidential
