EXHIBIT 10.14
CONFIDENTIAL
Hardpatch Transit Agreement
Between Teleglobe And Global Telecommunications, Inc.
For Services To India
The Service:
-----------
Teleglobe will arrange to provide Global Telecommunications, Inc. at its
designated and agreed upon operating center, with hardpatch transit
international half-circuits to India via the following configuration, whereby
GTI will arrange foreign-end service in cooperation with VSNL (India). The
provision of these facilities will be on satellite facilities now, or in the
future, in operation.
This agreement, contingent upon the mutual agreement of VSNL and GTI to
transition their Teleglobe-provided switched service to hardpatched facilities
may occur following GTI's request and subject to capacity and concurrence and
readiness by Teleglobe and VSNL to effectuate service transition. No penalties
or charges would be incurred by in GTI requesting and implementing this
transition.
Configuration:
-------------
The configuration for this hardpatch service would depend upon which
option GTI selected, whether clear or derived and whether via satellite or
cable. Please note that the configuration depicted is representative and that
cable availability is contingent upon pending availability of TAT 12:
[FLOW CHART APPEARS HERE]
Canada/US Border
60 ▇▇▇▇▇▇ Transoceanic Cable or
New York, NY Satellite Routing
------------- --------
---------------- ▇▇▇▇▇▇'▇ Fork -------- Montreal ------------------
------------- --------
New Delhi or
Bombay India
respectively
Invoicing:
---------
Teleglobe will invoice GTI monthly for the services. All invoice
amounts are due 30 days from invoice date. The service commencement date will
be the "in service" date of the international facilities.
Teleglobe reserves the right to terminate service with thirty (30) days
written notice for accounts with past due balances.
Operational:
-----------
The service performance will be commensurate with Teleglobe's backbone
network, which meets and exceeds the standards of the industry.
DCME or low-rate encoded compression will be used to no more than 4:1
on the routes.
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1 Teleglobe USA Inc.
CONFIDENTIAL
Liability:
---------
TELEGLOBE shall not be liable for any loss or damage sustained by GTI,
its interconnecting carriers or its end users, by reason of any failure in or
breakdown of the communication facilities associated with the circuits under
this agreement or for any interruption or degradation of service whatsoever
shall be the cause of such failure, breakdown, interruption or degradation and
however long it shall last.
TELEGLOBE will not be responsible for any direct, indirect,
consequential, or any other damages resulting from any action that might be
taken by VSNL which would result in the cancellation of service or cause a
disruption of service.
Confidentiality:
---------------
GTI will treat this agreement, all product information, descriptions and
prices, methods of operation and their terms and conditions as strictly
confidential. GTI will not disclose any of this information or any of these
materials to any person who is not a party to this agreement. Notwithstanding
the foregoing, GTI may disclose, on a limited basis, agreement terms as
necessary or required by regulatory authorities, auditors, attorneys or
government agents.
Term:
----
The term for this service will be 12 months, commencing upon the
"in-service" date of the international hardpatch facilities, following service
transition from switched transit when and if such is requested by and subject to
any potential restrictions as identified in "The Service."
Pricing:
-------
The monthly charge for the following service options are in $USD. Any
installation charges for line connections from Washington, DC to the US/Canadian
border, not to exceed $5,000 per line, would be passed through as assessed:
Clear 2.048 MB, Satellite US$25,000 [ ]
---------------
Initial
Derived 512 KB, Cable US$14,200 [ ] ---------------
Initial
Clear 512 KB, Cable US$26,850 [ ] ---------------
Initial
Clear 1.024 MB, Cable US$47,049 [ ] ---------------
Initial
Force Majeure:
-------------
No failure or omission by either party to carry out or observe any of
the terms and conditions of this Agreement shall give rise to any claim against
the party in question or be deemed a breach of this Agreement if such failure or
omission arises from a cause or force majeure, an act of Government or any other
cause beyond the reasonable control of that party.
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2 Teleglobe USA Inc.
CONFIDENTIAL
Termination:
-----------
If, before the expiration of the contracted terms, the service is
canceled by GTI for any reason, GTI shall pay a termination charge of one
hundred percent (100%) of the total monthly charges for the unexpired portion of
the contracted term, unless GTI signs a new, mutually agreeable commitment that
would provide Teleglobe with revenues that would be equal to or exceeding those
of the original requirement remaining dollar commitment over an equivalent
period.
Approval:
--------
The parties have executed this Agreement through their duly authorized
representatives.
TELEGLOBE GLOBAL TELECOMMUNICATIONS, INC.
/s/ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ /s/ K. ▇▇▇▇ ▇▇▇▇▇
------------------------- --------------------------
Name Name
Chief Financial Officer CEO & President
------------------------- --------------------------
Title Title
10/5/95 10/5/95
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Date Date
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3 Teleglobe USA Inc.
