EXHIBIT 10.48
AGREEMENT FOR PROVISION OF SERVICES
THIS AGREEMENT (this "Agreement") is entered into as of this 23rd day of March,
2000, by and between Vogo Networks, L.L.C., a Delaware limited liability company
with offices located at 0000 00xx Xxxxxx, XX, xxxxx 000, Xxxxxxxxxx, XX 00000
("VOGO"), and ETN, Italia, a company organized under the laws of Italy with
offices at Xxxxx Xxxxxxx Xxxxxx 000, 00000 Xxxx, Xxxxx ("Customer").
RECITALS
WHEREAS, VOGO is engaged in the business of providing e-mail, unified messaging
and personal communications services, as more fully described on Exhibit A
hereto (the "Service"); and
WHEREAS, VOGO and Customer wish to enter into this Agreement pursuant to which
the Service will be made available to Customer subscribers.
NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and
agreements contained herein, the parties agree to as follows:
1. THE SERVICE.
1.1 Service; Term. VOGO shall make the Service available to Customer for an
initial term commencing on the date first set forth above (the "Effective Date")
and, unless earlier terminated in accordance with Section 9.1, ending on the
third anniversary of the Effective Date. The Service is described on Exhibit A
hereto and incorporated herein for all purposes. VOGO reverses the right to
amend the description of the Service on Exhibit A from time to time during the
Term and each such amendment shall become effective upon written notice to
Customer.
1.2 Additional Services. Additional services and additional features not
provided as part of the basic Service may be made available under this Agreement
by execution and delivery by the parties hereto of one or more addenda to
Exhibit A.
2. RESPONSIBILITIES AND DUTIES OF THE PARTIES
2.1 Responsibilities and duties of each party are outlined in Exhibit B entitled
"Business Partners Out-sourced Services Term Sheet"
3. RATES FOR SERVICE
3.1 VOGO to Establish Rates for the Service. VOGO shall charge Customer for use
of the Service at those rates set forth in Exhibit B and incorporated herein for
all purposes. The Rate Schedule may be amended from time to time by VOGO upon
written notice to Customer. VOGO shall give Customer at least thirty (30) days
prior written notice (or such shorter period of notice as is reasonably
practicable under the circumstances, the parties acknowledging that VOGO's
changes to the Rate Schedule are necessary to respond to changes in regulatory
requirements, taxes or other items necessary to provide the Service) of all
changes to the Rate Schedule to enable Customer to make any desired adjustments
to the rates the Customer's Cardholders are to be charged for the Service.
3.2 Billing and Payment. Unless otherwise specified in an addendum to Exhibit B,
VOGO will invoice Customer monthly and Customer shall pay VOGO in US dollars
within thirty (30) days following the invoice date containing the VOGO billing
statement. Payment shall be made by wire transfer of immediately available funds
to an account designated by VOGO. Amounts that are not paid within thirty (30)
days following the invoice date shall bear interest at the rate of 1-1/2% per
month until paid in full (or such lower rate as may be required by applicable
law).
3.3 Fraudulent or Unauthorized Use of the Service. As between the parties
hereto, Customer will be entering into the arrangements with end-users,
conducting credit checks and providing the data regarding which persons are
authorized to use the Service. Accordingly, all charges resulting from
unauthorized or fraudulent use of the Service by end-users shall be borne by
Customer, and Customer shall not be entitled to refuse payment (or if payment
has been made, to claim a refund) to VOGO in respect of unauthorized or
fraudulent use the Service by any person.
3.4 Taxes. Customer shall pay, and shall indemnify and hold harmless VOGO
against, all sales, use, VAT. excise, gross receipts, and similar taxes (other
than income taxes on payments made by Customer to VOGO under this Agreement) and
related charges that may be imposed or assessed at any time by any governmental
entity or other taxing authority with respect to the availability of the Service
to Cardholders or payments made by Cardholders to Customer. VOGO shall pay, and
shall indemnify and hold harmless Customer against, all sales, use, VAT, excise,
gross receipts, and similar
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taxes and related charges that may be imposed or assessed at any time by any
governmental entity or other taxing authority with respect to payments made by
VOGO to the carriers whose telecommunications facilities are used to provide the
Service. The parties hereto shall cooperate in taking all reasonable action
necessary to minimize, or qualify for exemptions from, any such taxes, duties or
liabilities, including without limitation furnishing certifications that
purchases by Customer are for purposes of resale; provided, however, that such
obligation to take reasonable action shall not obligate any party to make any
significant expenditure or incur any significant penalty or liability or to take
any action that either party reasonably believes might be unlawful or in
violation of applicable rules or regulations.
4. NO WARRANTIES: LIMITATION OF LIABILITY
VOGO MAKES NO WARRANTY, WHETHER EXPRESS, IMPLIED, OR STATUTORY, AS TO THE
DESCRIPTION, QUALITY, MERCHANTABILITY, COMPLETENESS OR FITNESS FOR ANY PURPOSE
OF THE SERVICE OR VOGO EQUIPMENT OR AS TO ANY OTHER MATTER, ALL OF WHICH
WARRANTIES BY VOGO ARE HEREBY EXCLUDED AND DISCLAIMED.
IN NO EVENT SHALL VOGO BE LIABLE TO CUSTOMER, ANY CARDHOLDER OR ANY OTHER
PERSON, FIRM OR ENTITY IN ANY RESPECT, INCLUDING, WITHOUT LIMITATION, FOR ANY
DAMAGES, EITHER DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, ACTUAL
PUNITIVE, OR ANY OTHER DAMAGES, OR FOR ANY LOST PROFITS OF ANY KIND OR NATURE
WHATSOEVER, EVEN IF ANY SUCH LOSS OR DAMAGE WAS REASONABLY FORESEEABLE OR VOGO
HAD BEEN ADVISED OF THE POSSIBILITY OF THE CUSTOMER INCURRING THE SAME, ARISING
OUT OF MISTAKES, ACCIDENTS, ERRORS, OMISSIONS, INTERRUPTIONS, DELAYS, OR DEFECTS
IN TRANSMISSION, OR DELAYS, INCLUDING THOSE WHICH MAY BE CAUSED BY REGULATORY OR
JUDICIAL AUTHORITIES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
OBLIGATIONS OF VOGO PURSUANT TO THIS AGREEMENT.
TO THE FULLEST EXTENT PERMITTED BY LAW, VOGO SHALL HAVE NO LIABILITY TO
CUSTOMER, ANY CARDHOLDER OR ANY OTHER PERSON, FIRM OR ENTITY IN ANY RESPECT,
INCLUDING, WITHOUT LIMITATION, FOR ANY DAMAGES, EITHER DIRECT, INDIRECT,
CONSEQUENTIAL, SPECIAL, INCIDENTAL, ACTUAL, PUNITIVE, OR ANY OTHER DAMAGES, OR
FOR ANY LOST PROFITS OF ANY KIND OR NATURE WHATSOEVER, EVEN IF ANY SUCH LOSS OR
DAMAGE WAS REASONABLY FORESEEABLE OR VOGO HAD BEEN ADVISED OF THE POSSIBILITY OF
THE CUSTOMER INCURRING THE SAME ARISING OUT OF ANY NEGLIGENT ACTS OR OMISSIONS
OF VOGO OR ANY OF ITS DIRECTORS, EMPLOYEES, AFFILIATES OR AGENTS, ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE OBLIGATIONS OF VOGO PURSUANT TO THIS
AGREEMENT.
VOGO's liability arising out of mistakes, accidents, omissions,
interruptions, delays, or errors or defects in provision of the Service or
delays in restoration of the Service shall in no event exceed the amount of the
refund, if any, which may be available under Section 3.3. Customer shall not
make any representation or warranty regarding the Service or additional services
provided hereunder beyond those made by VOGO. VOGO shall not make any
representation or warranty regarding the card services provided by Customer to
its Cardholders beyond those made by Customer.
5. COMPLIANCE WITH LAWS
Each party agrees that it is in compliance with and will continue to be in
compliance with all international, national, state and local laws and
regulations relating to the performance of its obligations under this Agreement.
Each party is responsible for obtaining all licenses, approvals, and regulatory
authority for its operations and the provision of services by it to its
customers. Each party agrees to indemnify and hold the other party harmless from
all costs and damages, including reasonable attorney's fees, arising from
failure to comply with any regulatory or governmental approvals required.
6. FORCE MAJEURE
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Neither party shall be in default under this Agreement if any failure or delay
in performance is caused by strike or other labor problems; accidents; acts of
god; fire; flood; adverse weather conditions; material or facility shortages or
unavailability; lack of transportation; the imposition of any governmental
codes, ordinances, laws, rules, regulations or restrictions; delays in obtaining
regulatory or governmental authorizations; condemnations or the exercise of
rights of eminent domain; war or civil disorder; or any other cause beyond the
reasonable control of either party hereto. Neither party shall be liable for any
loss of profits, consequential, special, indirect, incidental, punitive or
exemplary damages for any acts or failure to act under this Agreement.
7. INDEMNIFICATION AND HOLD HARMLESS
Subject to Section 4, VOGO shall indemnify, defend and otherwise hold harmless
Customer from and against any and all suits, claims and any other losses,
including without limitation attorneys' fees (collectively, "Claims"), to the
extent that such Claims arise from or in connection with any breach of this
Agreement by VOGO. Customer shall indemnify, defend and otherwise hold harmless
VOGO from and against any and all Claims to the extent that such Claims arise
from or in connection with (i) the use of the Service by Customer of
Cardholders, (ii) the content of any material transmitted through use of the
Service by Customer or Cardholders, (iii) marketing activities undertaken by
Customer, including particularly any representations or warranties made by
Customer regarding the Service or additional services provided hereunder beyond
those made by VOGO, or (iv) any breach of this Agreement by Customer. In the
event a party receives notice of any action or event which gives rise to the
indemnification obligations contained herein, such party shall, within 20 days
after receipt of such notice, notify the other party of the occurrence of such
action or event, as the case may be. If such Claim involves assertion of
liability by a third party, the indemnifying party shall have the right to
undertake (through counsel of its choosing, such counsel to be reasonably
acceptable to the indemnitee) the defense, compromise or settlement of such
Claim on behalf of and at the risk of the indemnifying party. In the event that
the indemnifying party does not elect (by written notice to the indemnitee) to
undertake such defense, the indemnitee shall have the right to undertake
(through counsel of its choosing, such counsel to be reasonably acceptable to
the indemnitee) the defense, compromise or settlement of such Claim on behalf of
and at the risk of the indemnifying party. Neither the indemnifying party nor
the indemnitee shall compromise or settle the Claim without the consent of the
other party unless such settlement involves a release of the other party,
provided that such consent shall not be unreasonably withheld or delayed.
8. TRADEMARKS AND LOGOS
The parties hereby acknowledge that all copyright, trademark, service xxxx,
logos and other property rights in the name, including the trade name, of each
party or of any licensor of such party (collectively, "Marks") shall remain the
sole property of such party, and the other party shall have no right, title, or
interest therein. Each party shall use the Marks of the other party only in a
manner and at such times as are expressly authorized by this Agreement or
otherwise agreed to in writing. Each party shall use its reasonable commercial
efforts during the term of this Agreement not to impair the interests of the
other party in such Marks. Each party hereby grants to the other party during
the term of this Agreement, including renewal thereof, a limited, non-exclusive
license to use the Marks of such party in connection with activities expressly
contemplated under this Agreement, including the promotion of the Service, and
on statements, communications, inserts, and correspondence relating thereto;
provided however, that prior to any such use of a party's Marks such party shall
be advised of such proposed use.
9. TERMINATION; REMEDIES
9.1 Termination Rights. Either party may terminate this Agreement by written
notice to the other party if:
a) The other party commits any material breach of this Agreement which is
not capable of being remedied;
b) The other party commits a breach of this Agreement which is capable of
being remedied and fails to remedy the breach within 30 days after receipt of
written notice of the default or within such longer period as may be specified
in the notice of default.
c) The other party ceases, or proposes to cease to carry on business or an
application is made, proceedings are commenced, or a resolution is passed or
proposed in a notice of meeting for the winding up, dissolution, official
management or administration of the other party or the other
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party enters into any arrangement, compromise or composition with, or any
assignment for the benefit of its creditors or any class of them, or a receiver,
receiver and manager, official manager or provisional liquidator is appointed
with respect to the other party or any of its assets, or the first party
reasonably apprehends that any of the events mentioned above is about to occur
in relation to the other party and notifies the other party accordingly.
9.2 Termination Not a Release. Termination of this Agreement for any reason
shall not release either party from any accrued liability to the other party. A
party's right to terminate this Agreement as provided herein shall be without
prejudice to any other rights provided to it by this Agreement or by law or in
equity.
9.3 Remedies. Upon the occurrence of any material breach of this Agreement,
including without limitation the failure to pay amounts due aggregating $50,000
or more (or its equivalent in any currency), the non-defaulting party shall have
the right, in its sole discretion, to suspend performance of all or any part of
its obligations under this Agreement, terminate this Agreement (to the extent
permitted by Section 10.1 hereof) and/or pursue any other remedies that may be
available to such party. In the case of any suspension of service for failure to
make full payment when due, such service shall be resumed at such time as the
unpaid party receives all unpaid balances (including interest or penalties). A
party that is in material breach under this Agreement shall be liable to the
other party for all costs and expenses, including reasonable attorney's fees,
incurred by the other party in enforcing its rights or remedies hereunder.
10. CONFIDENTIALITY
10.1 Confidential Information. During the term of this Agreement, the parties
shall regard and preserve as confidential and proprietary all written or oral
non-public information related to the business of the other party it receives or
learns as a result of this Agreement ("Confidential Information"). The parties
agree not to disclose any such Confidential Information without first obtaining
the other party's prior written consent.
10.2 Use of Confidential Information. The parties agree to use the Confidential
Information only for the purposes of fulfilling their respective obligations
under this Agreement and not otherwise. No rights or licenses to trade or
service marks, inventions, copy rights, patents or other intellectual property
rights are implied or granted under this Agreement except as otherwise expressly
provided for in this Agreement. Each party shall use reasonable care to avoid
unauthorized disclosure or use of the other party's Confidential Information and
not less than the same degree of care as it uses to protect its own confidential
information of similar sensitivity. It is agreed that access to all Confidential
Information shall be limited to only such employees or agents who need to know
such information for the purpose of fulfilling obligations under this Agreement
and that each party shall be liable for any unauthorized disclosure or use of
the other party's Confidential Information by any of its employees or agents to
whom such Confidential Information is disclosed.
10.3 Ownership of Confidential Information. All Confidential Information shall
remain the property of the party having the same at the time of execution of
this Agreement and such Confidential Information, including all copies thereof,
shall be returned to the other party or destroyed after the need for it has
expired, upon request and, in any event, promptly upon termination of this
Agreement.
11. RELATIONSHIP OF THE PARTIES
Nothing herein contained shall be deemed or construed by the parties thereto,
nor by any third party, as creating the relationship of principal and agent, or
of partnership or of joint venture between the parties to this Agreement, it
being understood and agreed that neither any provisions contained herein, nor
any acts of the parties hereto, shall be deemed to create such relationship. In
addition, neither party to this Agreement shall have the authority to bind or
obligate the other, except as expressly set forth in this Agreement. Nothing
contained herein shall limit the ability of any party or conduct any other
venture or entitle either party to any interest in or ownership of any other
venture by the other party.
12. MISCELLANEOUS
13.1 Entire Agreement. This Agreement constitutes the entire Agreement between
the parties hereto with respect to the subject matter hereof and supersedes all
prior and contemporaneous agreements and understandings of the parties in
connection herewith. There are no representations, warranties, covenants,
conditions, agreements, understandings or arrangements,
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oral or written, between or among the parties relating to the subject matter
hereof which are not fully expressed herein. No agent of any party is authorized
to make any representation, promise or warranty not contained in this Agreement.
13.2 Amendment. Except as set forth in Section 3.1, this Agreement may not be
amended or modified in any way except in writing and signed by both parties to
this Agreement.
13.3 Notice. Except as specified below in this Section, all notices, demand,
requests, or other communications which may be or are required to be given or
made by any party to any other party pursuant to this Agreement shall be writing
and shall be hand delivered, mailed by first-class registered or certified mail,
return receipt requested, postage prepaid, delivered by overnight air courier,
or transmitted by telegram, telex, or facsimile transmission addressed as
follows:
(i) If to Customer:
ETN Italia
Xxxxx Xxxxxxx Xxxxxx 000
00000 Xxxx, Xxxxx
Attn: Xx. Xxxxxx Xxxxxxx, MD
(ii) If to VOGO:
Vogo Networks, L.L.C.
0000 00xx Xxxxxx, XX, Xxxxx 000
Xxxxxxxxxx, XX 00000
Attn: Xxxxxx Xxxxx, Esquire
or such other address as the addressee may indicate by written notice to other
parties. Each notice, demand, request, or communication which shall be given or
made in the manner describe above shall be deemed sufficiently given or made for
all purposes at such time as it is delivered to the addressee (with the return
receipt, the delivery receipt, the affidavit of messenger or (with request to a
telex) the answerback being deemed conclusive but no exclusive evidence of such
delivery) or at such time as delivery is refused by the addressee upon
presentation.
Communications on day-to-day technical matters with Technical Contacts shall not
constitute notice hereunder unless separate notice is also given as provided
above in this Section.
13.4 Severability. If any part of any provision of this Agreement or any other
agreement, document or writing given pursuant to or in connection with this
Agreement shall be invalid or unenforceable under applicable law, such part
shall be ineffective to the extent of such invalidity or unenforceability only,
without in any way affecting the remaining part of such provisions or the
remaining provisions of said agreement.
13.5 Assignment. Except as hereinafter specifically provided in this Section, no
party shall assign this Agreement, in whole or in part, whether by operation of
law or otherwise, without the prior written consent of the other party, any
purported assignment contrary to the terms hereof shall be of no force and
effect. Notwithstanding the foregoing, each party or any permitted assignee of
such party without the consent of the other party. For the purposes of this
Agreement, "affiliate" means, with respect to a company, any other company which
at the relevant as amended) or the subsidiary of any such holding company.
13.6 Remedies. Except as otherwise expressly provided herein, the remedies
provided herein shall be cumulative, and shall not preclude any party from
asserting any other rights or seeking any other remedies against the other party
pursuant to this Agreement and as provided by applicable law.
13.7 Waiver. No delay or failure on the party of an party hereto in exercising
any right, power or privilege under this Agreement shall be construed as a
waiver of any default or any acceptance thereof. No waiver by any party of any
provision of this Agreement shall constitute or imply a subsequent or other
waiver of the same or any other provision of this Agreement. No waiver will be
effective unless in writing and signed by the party against whom such waiver is
asserted.
13.8 Survival. The rights, obligations and covenants set forth in Sections 3, 4,
5, 6, 8, 9, 10, 11, 12 and 13.8 of this Agreement (and definitions of terms used
therein) shall survive and continue after any expiration or termination of this
Agreement and shall bind the parties and their
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legal representatives, successors, heirs and assigns, for acts connected with
performance or conduct during the course of this Agreement.
13.9 Conflicts. In the event of a conflict between provisions contained in the
body of this Agreement and provisions contained in Exhibit A hereto or an
addendum to Exhibit A which has been executed and delivered by the parties, the
provisions contained in Exhibit A or addendum thereto shall control.
13.10 Ownership. VOGO acknowledges that Customer is the sole owner of all of
Customer's services (including its customer base) and VOGO does not, as a result
of this Agreement, acquire any interest therein. Customer acknowledges that VOGO
is the sole owner of all of VOGO's property and services and Customer does not,
as a result of this Agreement, acquire any interest therein.
13.11 Limitation on Benefits. The rights, obligations and covenants set forth in
this Agreement shall be solely for the benefit of, and shall be enforceable only
by, the parties hereto and their respective successors and permitted assigns. A
person who is not a party to this Agreement has no right under the Contracts
(Rights of Third Parties) Xxx 0000 ("Act") to enforce any terms of conditions of
this Agreement, but this does not affect any right of a third party which exists
or is available apart from this Act.
13.12 Inurement. This Agreement shall be binding on and insure to the benefit of
the parties hereto, their representatives, successors and permitted assigns.
13.13 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of England (without regard to the choice of law rules
thereof). Any dispute under this Agreement or between the parties will be
adjudicated by arbitration under the rules of the [London International Court of
Arbitration, in London, England]
13.14 Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized representatives as of the day and year first set forth
above.
ETN Italia VOGO NETWORKS, L.L.C.
European Travel and Telecommunication
NETWORK ITALIA S.A.I.
-------------------------------------- -------------------------
Sede Xxxxxxx Xxxxxxx Xxxxxx, 000
00000 XXXX EUR
Sede Lagale: xxx Xxxxxxxxx Xxxxx, 00
00000 XXXX
P. IVA 05030611002 By: [Illegible]
-------------------------------------- -------------------------
Its: [Illegible] Its: President
--------------------------------- --------------------
[Illegible]
Its:
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Exhibit A
The Service
This Vogo service will initially be provided in American English language. The
Vogo service will include the following features:
o Email, Unified Messaging and Personal Communications
o Standards based POP3 email access
o Check and listen to email over the phone via Text-to-Speech technology
o Record and send voice replies to email over the phone
o Compose, record and send voice messages as email over the phone
o Receive voice mails and faxes via in-box
o Fax email messages remotely to fax machines
o Print email messages remotely to designated printers
o Speed dial calls from personal contact list and address book
o Voice mail telephone answering
o Select Web News and Information.
o Deliver select HTML Web-based content and streaming audio for use over the
phone
o Listen to timely, relevant content, news and information via Text-to-Speech
and streaming audio
o Navigate and click through to web content
o Remotely send web content to fax machines or printers
o Personal Options Manager:
o Set PIN number
o Set automatic validation without PIN requirement
o Set default fax number for fax forwarding of emails and web content
o Select Text to Speech (TTS) speed
o Select email sort order: oldest or newest
o Input personal contacts and phone numbers
o Modify personal profile options including email address
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Exhibit B
DRAFT SUBJECT TO CONTRACT
BUSINESS PARTNERS OUT-SOURCED SERVICES TERM SHEET
1) Executive Summary
This term sheet is agreed between Vogo Networks LLC (the "Licensor"), a wholly
owned subsidiary of eGlobe, Inc., and ___ETN Italia srl___ Xxxxx Xxxxxxx Xxxxxx
000/00000 Xxxx Xxxxx (the "Partner"). Vogo Networks LLC appoints ETN Italia Srl
as an Outsourced Services Partner for its Global Messenger products. Both
parties agree to use their best endeavors to enter into a definitive agreement
(the "Agreement"), and to agree annual sales targets for the first year of
operation, within 30 days of the signing of this term sheet.
2) Out-sourced Services Partner
a) Definition of Out-sourced Services Partner
The Out-sourced Services structure provides for the Partner to be a distributor
of the Licensor's Global Messenger products within the Italian territory. The
Partner is hereby granted the non-exclusive rights to sell the Global Messenger
service to its customers.
b) Product Domain
The Global Messenger product provides Phone Portal and Unified Messaging
services.
c) Target Markets
The target market for Global Messenger is internet-enabled and mobile
individuals. The distribution channels will start with larger corporations and
move to SMEs and directly to individual users.
d) Partner Requirements
In order to maintain Outsourced Services Partner status, the Partner will:
1. maintain a minimum inventory of 5,000 mailboxes to support the forecast
sales targets as agreed;
2. agree annual sales targets and provide monthly sales reports to the
Licensor:
3. provide first line technical to the end user. It is the Partner's he
Licensee; responsibility to ensure that it has sufficient technical
expertise to provide first line technical support; and
4. pay the Licensor charges in accordance with Section 4
3) Licensor
The Licensor will provide the Partner with:
a) the necessary functionality and/or hardware resources to ensure that the
Parnter is able to meet the agreed sales targets;
b) second and third line technical support;
c) monthly revenue reports in an agreed format to enable the Partner to
provide billing information to the customers; and
d) local dial-up access numbers to enable the Partner and its customers to
access the system.
The Licensor is entitled to appoint other Out-sourced Services Partners in the
Partner's market. The Licensor will advise the Partner of such additional
appointments, within two business days of signing agreements with other
Out-sourced Services Partners in the Partner's market. The Licensor will not
offer any other Out-sourced Services Partners in the Partner's market a pricing
terms and conditions which may be less favourable than that agreed with the
Partner.
4) Global Messenger Pricing Structure- Definition, terms and conditions
The pricing structure of Global Messenger provides primarily for a monthly
subscription fee and a usage-based fee. Minimums apply at the initial phase of a
roll-out but are quickly superceded by monthly subscription fee and usage-based
fees.
a) The initial service, with US English engine functionality, will be offered
via a Vogo system installed in London; service may be expected to be fully
operational within 60 to 90 days from signature of this proposal and receipt
of payments as per below fees and charges;
b) Monthly Subscription Fee
The Monthly Subscription Fee per Account per month is 33% of the retail price
ETN charges. Retail prices will be agreed on upon contract signature.
c) Usage Fee
The Usage-based fee for system access and platform usage will be $0.05 per
minute or part thereof for all traffic on the system.
d) Minimums
Notwithstanding the above, a minimum of $1.00 per month per account will be
charged. The initial order is for 10,000 account with the English engine, so the
starting monthly charge is $10,000.
e) Custom Integration and Branding fee
In addition to the on-going charges listed above, there is a one-time $10,000
charge associated with bringing a Global Messenger service on-line.
The one-time charge includes customisation, re-branding, billing system
interfacing and integration.
A one-time $100,000 fee will be required to produce the Italian engine. Expected
time for the roll-out of the Italian engine is 90-120 days from full
availability of the service with US English functionality on the Italian market
and upon receipt of payment as per above one-time fee.
A 5% Royalty on Net Revenue will be paid to ETN on Vogo sales to third parties
that use the Italian Engine developed using the $100,000 NRE payment. Net
Revenue is defined as Gross Revenue minus direct costs (such as network
transport)
f) Adjustment to pricing structure
To be negotiated as part of the final Agreement (the Contract).
5) Payment Terms
a. 50% wire transfer upon signature of this agreement
b. 20% wire transfer 30 days after first payment
c. 30% Stand-by Letter of Credit on deployment and acceptance testing
6) Length of Term
The length of term of the Agreement will be three (3) years. Cancellation terms
will be negotiated as part of the Agreement.
7) Jurisdiction of the Agreement
The Agreement will be governed by the laws of England.
Signed:
illegible
--------------------------------- -------------------------------
On behalf of Vogo Networks LLC On behalf of [illegible]
Date: Date:
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