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EXHIBIT 10.8
[LONG DISTANCE
DIRECT INC. LOGO]
November 27, 1996
Kaire International
000 Xxxxxxx
Xxxxxxxx, XX 00000
Re: Telephone Services Agreement
Gentlemen:
This letter, when countersigned by Kaire International
("Kaire"), will confirm our agreement to provide long distance telephone and
other telecommunications services upon the following terms and conditions.
1 . Long Distance Direct Holdings, Inc. ("LDDI") commits to
establish a full service telecommunications product range for sale by Kaire's
existing and future sales force. The product range will be co-extensive with the
services offered by AT&T and MCI to their own customers.
2. LDDI confirms that (a) it is considered an Inter-Exchange
Carrier (IXC) with its own CIC code and appropriate service licenses from the
FCC, PSCs and PUCs, (b) it has its own operator services and (c) no access code
or special dialing is required for use of LDDI's service.
3. LDDI's service will be based on its own direct contracts
with AT&T and MCI, with each of which companies it has an excellent working
relationship.
4. The product range may be sold under either LDDI's name or
Kaire's name, or under a combination of the two. LDDI also has the right to
utilize the AT&T and MCI names in describing its underlying carrier, and this
benefit may be transferred into the Kaire product range.
5. Billing will be customized to reflect the Kaire pricing
policies and all bills sent out to the end-subscribers can--if required--include
the name of the network on which their traffic is being carried, i.e., AT&T or
MCI.
6. All interstate traffic will be sold to Kaire at flat rates:
MCI at 10 cents per minute, AT&T at 11.5 cents per minute. These rates will
remain fixed for the term of this Agreement. Intrastate and international rates
will be on a state-by-state basis according to tariffs agreed upon with Kaire in
respect of each of the underlying carriers and will be subject to changes in
intrastate and international tariffs.
0 Xxxx Xxxx Xxxxx . Xxxxx Xxxxx, Xxx Xxxx 00000. Phone: (000) 000-0000 .
Fax: (000) 000-0000
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7. Provisioning to the networks will be accomplished within twenty-four
hours after receipt of a properly completed telephone service order for MCI, and
within five days after receipt of a properly completed telephone service order
for AT&T.
8. LDDI will retain ultimate exposure for uncollected xxxxxxxx ("bad
debt"), but Kaire will undertake to use its best efforts to mitigate bad debt,
including the offset of bad debt for telephone service against commissions or
other amounts due by Kaire to the end-subscriber.
9. LDDI will work with Kaire to develop suitable marketing materials as
well as to provide training for all Kaire salesmen. LDDI will make available all
training aids for Kaire at a mutually agreeable price.
10. With respect to each end-subscriber to be brought onto the LDDI
service, Kaire will be responsible for supplying LDDI with a telephone service
purchase order in an electronic LDDI format, and to indicate the pricing plan
for that subscriber. Thereafter, LDDI will be responsible for all aspects of
that customer's service, including provisioning, billing and collection,
together with the generation of monthly statements for Kaire itself in a format
to be agreed upon.
11. This Agreement shall become effective on December 1, 1996 and shall
continue in full force and effect until December 31, 1997, unless sooner
terminated in accordance with paragraph 12 of this Agreement.
12. This Agreement may be terminated:
(a) By mutual written agreement of the parties.
(b) By either party if the other party commits a material breach of
the terms of this Agreement and fails to substantially remedy such material
breach within thirty (30) days after written notice thereof.
13. During the term of this Agreement, LDDI agrees that it will not
provide any telephone services to any company whose products and/or services are
sold through a multi-level or network marketing organization.
14. During the term of this Agreement, Kaire agrees that it will not
purchase any telephone services for resale from any company other than LDDI.
15. During the term of this Agreement, Kaire agrees to adhere to the
LDDI and FCC guidelines with regard to the unauthorized acquisition of accounts
("slamming").
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16. The parties agree that at any time and from time to time after the
execution of this Agreement, either party will, upon the request of the other
party, cooperate in good faith with the requesting party to negotiate and
prepare such amendments or supplements to this Agreement as may be necessary in
order to accomplish the purpose and terms hereof.
17. Neither party shall be liable for any failure to comply with the
terms of this Agreement due to acts of God; acts, regulations or laws of any
government; riot, strike, or labor disturbances; destruction of product
facilities and materials by fire, earthquake or storm; failure of public
utilities or common carriers; or any other causes beyond the reasonable control
of the affected party. Any party claiming force majeure as an excuse for
nonperformance shall give prompt notice to the other party and shall promptly
resume its performance as soon as possible.
18. No waiver or breach of any term or condition of this Agreement
shall operate as a waiver of any other breach of such term or condition, or of
any other term or condition, nor shall any failure to enforce any provisions
hereunder operate as a waiver of such provision or any other provision
hereunder.
19. The rights and obligations of each party under this Agreement shall
not be assignable or otherwise transferable without the prior written consent of
the other.
20. All notices hereunder shall be in writing and shall be deemed to
have been duly given if delivered personally, one day after delivery to a
nationally recognized overnight delivery service, charges prepaid, three days
after sent by registered or certified mail, postage prepaid, or when receipt is
confirmed if by telex, facsimile or other telegraphic means:
If to LDDI, to:
Long Distance Direct, Inc.
0 Xxxx Xxxx Xxxxx
Xxxxx Xxxxx, Xxx Xxxx 00000
If to Kaire, to:
Kaire International
000 Xxxxxxx
Xxxxxxxx, Xxxxxxxx 00000
or to such other address as any party shall have specified by notice to the
other in accordance with this paragraph.
21. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall be deemed one
and the same instrument.
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22. Kaire acknowledges that LDDI has been represented by Day Xxxxxxxx &
XxXxxx in connection with this Agreement; that Day Xxxxxxxx & XxXxxx has not
been retained by Kaire nor has Day Xxxxxxxx & XxXxxx undertaken to represent
Kaire's interests in connection with this Agreement; that Kaire has been advised
to retain independent counsel to represent its interests in connection with this
Agreement; and that Kaire has had a reasonable opportunity to seek the advice of
independent counsel of its choice in connection with this Agreement.
If the foregoing is in accordance with your understanding of our
agreement, please so acknowledge by signing the enclosed copy of this letter and
returning it to the undersigned, whereupon this letter shall constitute a
binding agreement between us.
Very truly yours,
LONG DISTANCE DIRECT HOLDINGS, INC.
By: /s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx, President
Agreed and accepted
as of the date first hereinabove written
KAIRE INTERNATIONAL
By:
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Its:
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[LONG DISTANCE DIRECT INC. LETTERHEAD]
December 17, 1996
Kaire International, Inc.
000 Xxxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Re: Telephone Service Agreement
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Gentlemen:
This letter, when countersigned by Kaire International, Inc. ("Kaire"),
will confirm our agreement to amend our prior agreement dated November 27, 1996
(the "Telephone Services Agreement") as follows:
1. All terms defined in the Telephone Services Agreement and used herein
shall have the meaning given them in the Telephone Services Agreement.
2. Paragraph 11 of the Telephone Services Agreement is hereby amended to
read in full as follows:
"11. This Agreement shall become effective on December 1, 1996 and
shall continue in full force and effect until December 31, 1999,
unless sooner terminated in accordance with paragraph 12 of this
Agreement."
3. Except as expressly set forth herein, the Telephone Services Agreement
shall remain in full force and effect.
4. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall be deemed one
and the same instrument.
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Kaire International, Inc.
December 17, 1996
Page 2
If the foregoing is in accordance with your understanding of our
agreement, please so acknowledge by signing the enclosed copy of this letter
and returning it to the undersigned, whereupon this letter shall constitute a
binding agreement between us.
Very truly yours,
LONG DISTANCE DIRECT HOLDINGS, INC.
By: /s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx, President
Agreed and accepted
as of the date first hereinabove written
KAIRE INTERNATIONAL, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Its: CEO
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