EXHIBIT 10.2
CONFIDENTIAL
SWITCHED TRANSIT AGREEMENT
BETWEEN TELEGLOBE AND GLOBAL TELECOMMUNICATIONS, INC.
FOR SERVICES To INDIA
The Service:
-----------
Teleglobe will arrange to provide GTI, at its designated and agreed upon
operating center, and GTI will use and pay Teleglobe for international switched
transit services to India via the following configuration, whereby GTI will
arrange foreign-end service in cooperation with VSNL (India) including direct
settlement, subject to Teleglobe's receipt of confirmation of satisfactory
settlement procedures from GTI and VSNL (India). The provision of these
facilities will be on satellite and cable facilities now, or in the future, in
operation.
Transition from switched to hardpatched facilities may occur following
Primus' request and following 90 days from which time the international switched
facilities become operational, and subject to capacity and concurrence and
readiness by Teleglobe and VSNL to effectuate service transition. No penalties
or charges would be incurred by GTI in requesting and implementing this
transition.
Configuration:
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TRANSOCEANIC
CABLE ROUTING
-------------------------
TORONTO DCME
-------------------------
---------
CANADA/US BORDER NEW DELHI
=
=
=
60 ▇▇▇▇▇▇ = 359E SATELLITE
NEW YORK, NY = ROUTING
=
--------------- -------------------------
---------------- ▇▇▇▇▇▇'▇ FORK ---- MONTREAL DCME --------------------
--------------- ------------------------- ---------
BOMBAY
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.
CONFIDENTIAL
Operational:
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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.
Liability:
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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 one year, commencing upon the "in-
service" date of the international facilities, or until service transition to
hardpatch transit circuits occurs.
Pricing and Volume Commitment:
-----------------------------
The monthly charge for this service will be US$22,500. Teleglobe will
retroactively adjust billing to GTI, based upon GTI's actual monthly call volume
at the rate of $0.15/minute, with call durations rounded up to the nearest six
seconds and monthly volume rounded up to the nearest minute, and subject to an
average volume commitment of 150,000 minutes per month during the period that
GTI has in service with Teleglobe. Any installation charges for line connections
from New York to the US/Canadian border, not to exceed US$3,000 per line, would
be passed through as assessed.
Force Majeure:
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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 of force majeure, an act of Government or any other
cause beyond the reasonable control of that party.
-2-
CONFIDENTIAL
Termination:
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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 requirements 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/ ▇. ▇▇▇▇ Siugh
______________________________ ______________________________
Name Name
Chief Financial Officer CEO and President
______________________________ ______________________________
Title Title
10/5/95 10/5/95
______________________________ ______________________________
Date Date
-3-
CONFIDENTIAL
LETTER OF AGREEMENT
BY AND BETWEEN TELEGLOBE USA INC. AND
GLOBAL TELECOMMUNICATIONS, INC.
Re: Switched and Hardpatch Transit Service Agreement between Teleglobe and
Global Telecommunications, Inc.; India
In connection with the telecommunications services agreement between Teleglobe
and Global Telecommunications, Inc. dated ______________, 1995, Teleglobe has
agreed to provide Global Telecommunications, Inc. with a credit of US$2,000 per
month against the fixed monthly charges of the DS-1 (____________) interconnect
circuit.
This credit will continue in effect so long as the current facility
configuration between Teleglobe and GTI remains unchanged, and may be adjusted
from time to time to reflect changes in the cost of leased line facilities.
Agreed to by:
TELEGLOBE GLOBAL TELECOMMUNICATIONS, INC.
/s/ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ /s/ K. ▇▇▇▇ ▇▇▇▇▇
______________________________ ______________________________
Name Name
Chief Financial Officer CEO and President
______________________________ ______________________________
Title Title
10/5/95 10/5/95
______________________________ ______________________________
Date Date
-4-
