EXHIBIT 10.14
NON-EXCLUSIVE
RESELLER AGREEMENT
This Agreement is entered into as of the 18th day of January, 1994 by and
between ALABAMA NETWORK USA, INC., hereinafter referred to as "Network," an
Alabama Corporation, located at 00 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000,
and SATELLINK PAGING, INC, hereinafter referred to as "Reseller," located at
0000 Xxxxxxxxxxx Xxxxxxx, #000, Xxxxxxx, XX 00000.
WHEREAS, Network owns and operates a private carrier paging system ("the
system") on 152.480 MHz, with a geographic coverage area as defined in Exhibit
A; and
WHEREAS, Network provides paging service within this geographic coverage area,
as defined in Exhibit A; however, Reseller agrees not to construct, purchase or
continue to utilize or operate a private carrier paging system on 152.480 MHz
within this geographic coverage area without prior written consent from Network
during the term of this Agreement and for a period of three (3) years after
termination of this Agreement.
WHEREAS, Network and Reseller desire to enter into an agreement whereby Reseller
may purchase from Network, paging units which access Network's system, as
defined by Exhibit "A," and to then in turn resell those paging units to
subscribers in Reseller's marketing area.
NOW THEREFORE, the parties agree as follows:
1. DEFINITIONS
1.1 System: A network which provides communications services on local,
regional, intrastate, interstate and/or international system(s) by means of
a signal transmission via satellite to earth stations and/or terrestrial
data circuits in various markets and to one or more paging transmitters in
each such market which transmit information on frequency 152.480 MHz.
1.2 Reseller: An entity which contracts with Network to purchase its products
and services for resale to Subscribers.
1.3 Subscriber: A person or entity that contracts with Resellers to purchase
the services provided over the System.
1.4 Market Area: The county(ies) in which Reseller is licensed per Exhibit "A".
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2. LICENSE
Subject to the terms and conditions hereof, Network hereby grants to Reseller a
license to resell, market, promote, and advertise Network's products and
services in the Market Area in accordance with applicable Federal Communications
Commission regulations. In connection therewith, Reseller is authorized to use
the trademark, service xxxx, and logo of Network subject to the approval of
Network which shall not be unreasonably withheld. Reseller is not authorized to
resell, market, promote, or advertise Network's products and services outside of
the Market Area.
3. TERM
The initial term of this Agreement shall be for a period of 5 year(s) from the
date of execution of the Agreement, unless earlier terminated in accordance with
the default provisions of this Agreement. This Agreement shall automatically
extend for an additional two (2) year(s) unless terminated by written notice by
either party at least forty-five (45) days prior to the end of the initial
term.
4. RATES
4.1 The monthly rate per unit shall be:
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COVERAGE PAGER TYPE PHONE NUMBER RATE
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a) Local Tone Only 7-Digit $ 4.00
Display $ 5.00
Alpha-Numeric $10.00
+$.20 a call over 350
b) Statewide Tone Only 7-Digit $ 8.00
Display $10.00
+$.20 a call over 350
c) Southeast Region Tone Only 7-Digit $14.00
Display $16.00
+$.20 a call over 350
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COVERAGE PAGER TYPE PHONE NUMBER RATE
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d) Nationwide Tone Only 800 number $22.00
Display $24.00
+$.20 a call over 100
includes Message
Memory (TM)
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Primary 800 number available at an additional $6.00 + $.20 per call after 100
calls.
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Message Memory (TM) available on 800-access number for additional $6.00.
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Voice Mail available on 800-access number for additional $16.00.
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4.2 Network reserves the right to determine baud rate and format of all pagers
on the system.
4.3 All Capcodes must be coordinated through Network.
4.4 Billing for paging units in service for a portion of a month shall be pro-
rated.
4.5 The rates herein may be increased by Network not more often than annually,
following a sixty (60) day written notice and shall not exceed fifteen
(15%) percent per year.
4.6 In the case of a rate increase from the local telephone company, causing
the actual cost of the paging units to rise, Network shall have the right
to increase the costs of paging units by the increased amount in order to
maintain the same profit levels. Documentation of this rate increase,
should it occur, will be provided to Reseller. In the event the telephone
rate increase exceeds $2.00 per paging unit, Reseller shall have the option
to renegotiate or terminate this Agreement.
5. PAYMENT TERMS
Reseller shall pay invoices issued by Network within ten (10) days of receipt.
In the event of a dispute as to a xxxx, the parties shall use their best efforts
to resolve such dispute as quickly as possible. Network may suspend service to
the paging units should Reseller not pay the invoices on a timely basis.
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6. RESELL RATES
The rates at which Reseller resells services to its subscribers shall be set by
Reseller at its sole discretion.
7. MAINTENANCE
In consideration for Reseller's commitment under this Agreement, Network
guarantees that it shall maintain a first class paging system. In the event of
system problems, Reseller shall immediately notify Network. Network shall use
best efforts to correct such problems of which it becomes or is made aware.
8. COMPLIANCE
Reseller recognized that Network is a private carrier, licensed as such by the
Federal Communications Commission, and subject to FCC rules and regulations.
Reseller agrees that it shall comply with all such rules and regulations as a
reseller on Network's system. Network shall have sole responsibility for
ensuring that its system construction and operation are in compliance with FCC
rules and regulations, and Reseller shall have no responsibility or liability
for the system's performance or failure to perform.
9. DEFAULT
Default hereunder shall consist of any knowing, material failure by either party
to perform any covenant or obligation as required by this Agreement or any
material misrepresentation by either party as to the covenants contained herein,
including those contained in the recitals at the outset of the Agreement. In the
event of default, the non-defaulting party shall notify the defaulting party in
writing of the nature and specifics of the act of default and, unless the
defaulting party cures the default within twenty (20) days of receipt of notice,
the Agreement may be terminated by the non-defaulting party sixty (60) days from
the expiration of the twenty (20) day cure period.
10. INDEMNIFICATION
10.1 Reseller shall indemnify and hold Network harmless from any loss incurred
by Network as a result of acts or omissions by Reseller or any subscribers
of Reseller and any claim or lawsuit or damages growing out of the
negligence or misconduct or breach of this Agreement by Reseller or any
subscriber of Reseller. This indemnification shall include reasonable
attorneys' fees, including fees associated with any appeal. Network shall
be permitted to participate in the defense of the claim or lawsuit.
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10.2 The parties' performance under this Agreement shall be excused during such
time as performance is prevented by government order, acts of nature, riot,
war, or other similar circumstances beyond the parties' control.
11. RELATIONSHIP OF THE PARTIES
11.1 Network and Reseller agree that at all times during the term of this
Agreement each shall endeavor to render prompt, courteous and efficient
service to the other and to the public, will be governed by the highest
standards of honesty, integrity, and fair dealing, and will do nothing
which discredits, reflects adversely upon, or in any manner injures the
reputation or goodwill of the other. Neither party shall disclose to any
third party any information supplied to it by the other party where such
information has been designated as confidential or proprietary and where
such information is not otherwise generally available to the public.
11.2 Those entities to which Reseller sells service under this Agreement shall
be Reseller's subscribers and Reseller shall have responsibility for
billing and collecting from and servicing those subscribers. Neither party
shall have any privity of contract with the other's subscribers.
11.3 Neither party shall be an agent of the other. Each shall act at its own
risk and for its own benefit. Neither shall bind the other to any legal
commitment, nor shall either have any fiduciary obligation to the other.
11.4 During the term, and for three years following termination of this
agreement, Reseller will not construct, operate, or enter into a network
relationship in the markets listed on Exhibit A hereof on the 152.480 MHz
frequency without prior written consent of Alabama Network USA, Inc.
11.5 Reseller acknowledges Network's unique relationship with other paging
operations on 152.480 MHz outside of the cities listed on the Exhibits.
Reseller agrees not to construct, network, or otherwise transmit a signal
on 152.480 MHz, outside of the Exhibits attached, without the written
consent of Network USA. Network will not unreasonably withhold its approval
if requested in writing by Reseller.
11.6 In no event shall Reseller solicit, directly or indirectly, Network's
subscriber base.
12. ASSIGNMENT
12.1 Reseller shall not assign its interest under this Agreement without
Network's consent, which shall not be withheld unreasonably.
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12.2 If, during the term of this Agreement, Reseller receives in writing a bona
fide third party offer for the system or its subscriber base on the system,
it shall, prior to accepting such offer, extend to Network a written option
to match such offer. Network shall have thirty (30) days from receipt of
the written option to accept or decline its option to match the purchase
offer. During the thirty (30) days, Reseller will cooperate with Network to
allow Network to evaluate the offer, including as might be necessary, a
confidential review of Reseller's business and subscriber paging records.
If any part of the third party offer is non-monetary, Network shall be
allowed to make a cash equivalent offer. If the parties cannot agree as to
the cash equivalency, an agreed upon disinterested third party shall value
the non-monetary portion of the offer and the parties shall be bound by the
valuation. The parties shall act to obtain such valuation as expeditiously
as possible, within thirty (30) days, but if the valuation is not made
within the thirty (30) day option period, the option period shall be
extended until such valuation is obtained. Network shall bear the cost of
such third party valuation.
13. GOVERNING LAW AND SEVERABILITY
13.1 This Agreement shall be enforced and interpreted in accordance with the law
of the State of Florida.
13.2 If any part of this Agreement is for any reason declared invalid by court
order or order of any regulatory agency, such order shall not affect the
remaining portions of the Agreement.
13.3 Waiver of any provision hereunder must be in writing and shall operate as a
waiver of that provision at that time only. This Agreement shall be binding
upon all successors and assigns of either party.
13.4 This Agreement supersedes all other written or verbal agreements of similar
effect as between Network and Reseller. Any amendment to this Agreement
must be in writing, signed by an authorized representative of each party.
13.5 In the event this Agreement, or any portion thereof, is found to be in
violation in any respect of any federal, state, or local law, regulation or
ordinance, then only that particular portion of the Agreement shall be null
and void and all liability in connection with that particular portion of
the Agreement shall cease immediately. In such event, and subject to order
of the applicable federal, state, or local authority, those subscribers
previously contracted with under this Agreement shall continue to receive
service and Reseller shall continue to pay Network for the paging units
associated with such subscribers.
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14. NOTICES
All notices required or permitted under this Agreement shall be in writing and
be deemed communicated on the date when delivered by registered mail, to the
other party at the address below:
President SATELLINK PAGING, INC
ALABAMA NETWORK USA
00 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
15. EFFECTS OF HEADINGS
Headings to paragraphs of this Agreement are to facilitate reference only, do
not form a part of this Agreement, and shall not in any way affect the
interpretation hereof.
IN WITNESS WHEREOF, the undersigned have executed this Agreement.
ALABAMA NETWORK USA, INC. SATELLINK PAGING, INC
BY: /s/ Xxx X. Xxxxxxx BY: /s/ Xxxxx X. Xxxxxx
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TITLE: X.X. TITLE: Sr. V.P. Sales & Marketing
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DATE: January 27, 1994 DATE: January 18, 1994
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WITNESS: [illegible] WITNESS: [illegible]
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WITNESS: Xxxxx Xxxxx WITNESS: [illegible]
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EXHIBIT A
MARKET AREA
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In accord with Paragraph 2 of this Agreement, Reseller is licensed to promote
and resell Networks products and services in the following counties/parishes
and/or independent cities in the below-named Market Area:
Birmingham, AL --Market Area
-----------------
(1) Xxxxxx
-----------------
(2) Calhouon
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(3) Xxxx
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(4) Etowah
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(5) Fayette
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(6) Jefferson
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(7) Xxxxxxx
-----------------
(8) Talladega
-----------------
(9) Tuscaloosa
-----------------
(10) Xxxxxx
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AMENDMENT FOR AGREEMENT
BETWEEN
SATELLINK
AND
NETWORK USA
Whereas, Satellink ("Reseller") and Network USA ("NUSA") have entered into a
contract ("Agreement") for Affiliation dated January l8th, 1994, the parties
hereby agree to modify this Agreement as follows:
1. Relative to Paragraph 4.1 of the Agreement, the contract is amended to
include the following:
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PRICE SCHEDULE
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Coverage Pager Type Phone Number Price
--------------------------------------------------------------------------------
Local Tone Georgia DID $ 6.50*
Digital $ 6.50*
Alpha $10.00*
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Tone 7-Digit $ 2.00*
Digital $ 3.00*
Alpha $ 8.00*
--------------------------------------------------------------------------------
Wide Area Tone Georgia DID $ 6.50*
Digital $ 7.50*
Alpha $13.00*
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Tone 7-Digit $ 3.50*
Digital $ 4.50*
Alpha $ 8.50*
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Statewide Tone Georgia DID $ 9.50*
Digital $10.50*
--------------------------------------------------------------------------------
Tone 7-Digit $ 4.00*
Digital $ 6.00*
--------------------------------------------------------------------------------
Southeast Tone Georgia DID $14.00*
Digital $16.00*
--------------------------------------------------------------------------------
Tone 7-Digit $11.00*
Digital $12.00*
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Nationwide Tone 800 $22.00**
Digital $24.00**
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*+ $.20 a call after 350 **+ $.20 a call after 100
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AMENDMENT FOR AGREEMENT
BETWEEN
SATELLINK PAGING, INC
AND
NETWORK USA
Whereas, Satellink Paging, Inc. ("Reseller") and Network USA ("NUSA") have
entered into a contract ("Agreement") dated September 15, 1993, the parties
hereby agree to modify this Agreement as follows:
1. Relative to Exhibit "A" of the Agreement, the contract is amended to
include the following market area:
Montgomery, AL
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by and
through their duly authorized representatives as of the date last written below.
FLORIDA NETWORK USA, INC. RESELLER
BY: /s/ Xxx X. Xxxxxxx BY: /s/ Xxxxx X. Xxxxxx
---------------------------- ------------------------------
TITLE: X.X. TITLE: Sr. V.P. Sales & Marketing
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DATE: January 27, 1994 DATE: January 18, 1994
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WITNESS: [illegible] WITNESS: [illegible]
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AMENDMENT FOR NONEXCLUSIVE RESELLER AGREEMENT
BETWEEN
SATELLINK PAGING
AND
NETWORK USA
Whereas, Satellink Paging ("Reseller") and Network USA ("NUSA") have entered
into a contract ("Agreement"), the parties hereby agree to modify this Agreement
as follows:
1. Relative to Paragraph 4.1 of the Agreement, the contract is amended to
include the following prices:
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Price Schedule
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Coverage Type of Pager Price
--------------------------------------------------------------------------------
Nationwide Display $20.00*
--------------------------------------------------------------------------------
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*+ $.20 per call over 100
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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by and
through their duly authorized representatives as of the date last written below.
FLORIDA NETWORK USA, INC. SATELLINK PAGING
BY:[/s/ illegible] BY:[/s/ illegible]
---------------------------- ------------------------------
TITLE: Reseller Manager TITLE: Atlanta Sales Manager
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DATE: April 13, 1995 DATE: April 7, 1995
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WITNESS: /s/ Xxxxx Xxxxx WITNESS: [illegible]
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