OPERATING AGREEMENT
THIS
AGREEMENT, made, entered into this 5th day of January, 2007, which shall be
effective on December 29, 2006 (the “Effective Date”), by and between
Globalnet
Corporation,
a
Nevada corporation with its principal place of business 0000
Xxxxx Xxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000
(hereinafter referred to as "Operator"), and Dibz
International, Inc.,
a
Delaware corporation with its principal place of business at
9595
Six Pines - Market Street, Building 8, Xxxxx 0, Xxx Xxxxxxxxx, XX 00000
(hereinafter referred to as "Corporation").
WITNESSETH:
WHEREAS,
Operator
desires to provide certain services for the Corporation as an independent
contractor, with the understanding that Operator shall not be required to devote
its full time to the business of the Corporation and shall be free to pursue
other personal and business interests.
NOW,
THEREFORE,
in
consideration of the premises, the mutual covenants of the parties herein
contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged by each of the parties hereto, it is agreed
as
follows:
1. ARRANGEMENT.
The
Corporation hereby contracts for the services of Operator and Provider agrees
to
provide services as may be requested by the Corporation from time to time during
the term of this arrangement in connection with the Corporation's business
throughout the United States and world wide ("Operating Arrangement"). Said
services shall include, but not be limited to, the items set forth in Section
6
hereto. The intent of the parties under this agreement is to allow purchaser
access to excess Operator infrastructure, which such available excess
infrastructure may change over time as a result of market, financial and other
conditions. Nothing in this agreement shall be construed to require Operator
to
spend incremental funds to service request of the Corporation.
2. RELATIONSHIP
BETWEEN PARTIES.
During
the term of the Arrangement, Operator shall be deemed to be an independent
contractor. Operator shall not be considered as having an employee status
vis-a-vis the Corporation, or by virtue of the Operating Arrangement being
entitled to participate in any plans, arrangements or distributions by the
Corporation pertaining to or in connection with any pension, stock, bonus,
profit sharing, welfare benefits, or similar benefits for the regular employees
of the Corporation.
3. COMPENSATION
FOR THE OPERATING ARRANGEMENT.
As part
of the Purchase Consideration (as defined in the Asset Purchase Agreement)
given
by Operator to the Corporation pursuant to the terms set forth in the Asset
Purchase Agreement, the Corporation shall be entitled to use up to $50,000
worth
of services set forth in Section 6.1 hereto per month, on a non-cumulative
basis. In the event that the Corporation shall use in excess of $50,000 per
month of such services set forth in Section 6.1, Operator shall supply the
Corporation with an invoice of such additional amount.
4. TERM
OF ARRANGEMENT.
The
Arrangement shall begin effective as of the Effective Date and shall continue
for a period of thirty-six (36) months from the Effective Date (the "Initial
Period").
5. TERMINATION
OF THE OPERATING ARRANGEMENT.
In the
event that Operator shall be unable to continue providing the services set
forth
in Section 6 hereto, this Agreement may be terminated by the Corporation upon
30
day written notice, provided, however, that the Operator shall give the
Corporation, if necessary, the ability to continue using the services set forth
in Section 6 hereto for an additional 30 days after the date of termination
in
order to allow for a transition to another provider. In the event either
Operator or the Corporation is a party to any bankruptcy or insolvency
proceeding, this Agreement shall become null and void on the date of such filing
with any bankruptcy court or other proceeding.
6. SERVICES
TO BE PROVIDED
6.1 Provider
shall supply Corporation with access to the services of Provider’s telecom
network and network operations as set forth on Exhibit A hereto.
6.2
Within
the first ninety (90) days after the Effective Date, Provider shall supply
Corporation with up to 40 hours of technical support, per month, in connection
with Corporation’s use of the services described in Section 6.1 hereto. On the
ninetieth day and any date thereafter during the term of this Agreement,
Provider shall supply Corporation with up to 20 hours of technical support,
per
month, in connection with Corporation’s use of the services described in Section
6.1 hereto.
6.3 Provider
shall supply Corporation with a working asterisk server in a manner acceptable
to the Corporation.
7. NON-SOLICITATION.
Corporation
recognizes that the services to be performed by Operator hereunder are special,
unique and extraordinary. The parties confirm that it is reasonably necessary
for the protection of the Operator’s goodwill that Corporation agree, and
accordingly, Corporation does hereby agree and covenant, that during the Initial
Period, unless this Agreement shall be terminated pursuant to Section 5 hereto,
Corporation will not, directly or indirectly, solicit, or cause or authorize,
directly or indirectly, to be solicited for employment for or on behalf of
himself or third parties, any persons who were at any time during the Initial
Period hereunder, employees of Operator (including its present and future
subsidiaries and affiliates).
8. NOTICES.
All
notices, consents, waivers, and other communications under this Agreement must
be in writing and will be deemed to have been duly given when (a) delivered
by hand (with written confirmation of receipt), (b) sent by facsimile (with
written confirmation of receipt), provided that a copy is mailed by registered
mail, return receipt requested, or (c) when received by the addressee, if
sent by a nationally recognized overnight delivery service (receipt requested),
in each case to the appropriate addresses and facsimile numbers first set forth
above (or to such other addresses and facsimile numbers as a party may designate
by notice to the other parties or that the Corporation has on record for the
Operator)
9. BINDING
EFFECT.
This
Agreement shall extend to, shall inure to the benefit of and shall be binding
upon all the parties hereto and upon all of their respective heirs, successors
and representatives.
10. ENTIRE
AGREEMENT. This
Agreement, including the agreements incorporated by reference, contains the
entire Agreement among the parties hereto with respect to the matters
contemplated hereby and supersedes all prior agreements and undertakings between
the parties with respect to such matters. This Agreement may not be amended,
modified or terminated in whole or in part, except in writing, executed by
each
of the parties hereto.
2
11. INDEMNIFICATION.
Operator
hereby agrees to hold harmless and indemnify Corporation from and against any
and all loss, damage, expense, and cost (including reasonable attorneys' fees
incurred in connection with the same) incurred by Corporation as a result of
Operator's breach of any covenant or agreement made herein.
12. SEVERABILITY.
Should
any part of any provision of this Agreement be declared invalid by a court
of
competent jurisdiction, such decision or determination shall not affect the
validity of any remaining portion of such provision or any other provision
and
the remainder of the Agreement shall remain in full force and effect and shall
be construed in all respects as if such invalid or unenforceable provision
or
portion thereof were not contained herein. In the event of a declaration of
invalidity, the provision or portion thereof declared invalid shall not
necessarily be invalidated in its entirety, but shall be observed and performed
by the parties to the Agreement to the extent such provision is valid and
enforceable.
13.
SECTION HEADINGS.
The
section headings contained herein are for convenience of reference only and
shall not be considered any part of the terms of this Agreement.
14. CHOICE
OF LAW.
This
Agreement shall be interpreted and performed in accordance with the laws of
the
State of New York, and the parties agree, notwithstanding the principles of
conflicts of law, that the internal laws of the State of New York shall govern
and control the validity, interpretation, performance, and enforcement of this
Agreement. Any
action brought by either party against the other concerning the transactions
contemplated by this Agreement shall be brought only in the state courts of
New
York or in the federal courts located in the state of New York. The parties
and
the individuals executing this Agreement and other agreements referred to herein
or delivered in connection herewith on behalf of the Company agree to submit
to
the jurisdiction of such courts and waive trial by jury. The prevailing party
shall be entitled to recover from the other party its reasonable attorney's
fees
and costs.
3
IN
WITNESS WHEREOF,
Operator
and the Corporation has caused this instrument to be executed in its corporate
name by its duly authorized officer, all as of the day and year first above
written.
|
|
||
|
OPERATOR:
|
||
| |
Name:
Xxxx Xxxxxxxxxx
|
|
|
Title:
President
|
||
|
CORPORATION:
|
||
| |
|
|
| By: | ||
|
Name: Xxxx Xxxx |
||
|
Title:
Chief Executive Officer
|
||
4
Exhibit
A
Price
List for Services and Usage Limits
Website
Design $4995
Sign-up and recharge account balance
Real-time call records
Transactions history (billing)
Follow-me, voice-mail box management
Integration of merchant account (linkpoint)
Calling Card platform
AUTO PIN calling
Web-triggered call back & SMS triggered calls
Changes
post signoff will be billed at $125/hour
Website
Hosting Fee -- $100 setup / $45 per month
Disk
Space -- 150M
60GB
Data
transfer
SSL
Certificate $100 setup $150 / per year
Collocation
Fees for Cisco Routers and Asterisk Server
19"
Rack
- $150 / 6" height
If
DC
power is required - $15/month per connection
Monthly
Date Port usage is determined by maximum data transfer rate (Tx/Rx) based off
samples taken every 5 minutes.
$350
/
1000 Kps Peak Usage ($100 Min / month)
$25
per
IP / month
*
Customer to provide Asterisk server and Cisco Routers
Technical
Support is licensed for a fee, DiBZ is allotted hours per the Outsource
agreement of:
5
Customer
- non platform related
8
hours /
week for customer support
NOC
Testing
4
hours /
week for new termination testing and setup
Development
0-90
days
- 40 hours per month (includes Asterisk and Cisco Router build /
configuration)
91+
days
- 20 hours per month
Network
/
Design consultation
Hourly
charge
*Hours
do
not roll over from week to week / month to month.
$250/hour
for usage beyond allotment (1 hour min - 30 minute intervals after first
hour)
NOTE:
The
intent of the parties under this agreement is to allow purchaser access to
excess Operator infrastructure, which such available excess infrastructure
may
change over time as a result of market, financial and other conditions. Nothing
in this agreement shall be construed to require Operator to spend incremental
funds to service request of the Corporation.
6
