EXHIBIT 10.11
WORLDCOM SERVICE AGREEMENT
This Service Agreement (the "Agreement") is made by and between
WorldCom Technologies, Inc. ("WorldCom"), located at 000 Xxxx Xxxxx, Xxxxxxx,
Xxxxxxxxxxx 00000-0000, and Nova Information Systems, Inc. ("Customer"), with
its principal office at Xxx Xxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx
00000, (hereinafter, collectively, the "Parties") for services described below.
1. SERVICE:
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(A) WorldCom will provide WorldOne/(SM)/ Option G, 36-Month ESP
Service (the "Service") subject to the rules and regulations
governing Service pursuant to the applicable tariffs of WorldCom
Technologies, Inc. (the "Tariffs"), as may be amended or
succeeded from time to time.
(B) The rules and regulations of the Tariffs provide terms and
conditions on which apply to the Services, which include, but are
not limited to, termination liability, taxes, credit approval
procedures, Customer credits, and limitations with respect to the
assignment of the Services. The Tariffs may be modified from time
to time by WorldCom in accordance with law and thereby affect the
Service furnished to Customer except that the terms and
conditions contained in this Agreement shall supplement or to the
extent inconsistent, supersede the Tariffs' rules and
regulations.
(C) This Agreement is not intended to offer or provide the Service or
any element or portion thereof for the purpose of resale of same
by Customer or any agent of Customer to another person or entity
not a party hereto.
(D) Notwithstanding the provisions regarding termination of this
Agreement by Customer prior to completion of the initial Term,
Customer shall be permitted to terminate this Agreement during
the Term without penalty or further obligation, except for
charges incurred up to the date of termination, in the event that
quality deficiencies solely caused by WorldCom in the provision
of telecommunications service hereunder are demonstrated by
Customer to affect adversely and materially Customers
telecommunications applications (such a termination under this
clause constituting a "Termination for Causes"). A Termination
for Cause shall not be effective unless Customer has reported
trouble on a circuit-specific basis to (and received a
corresponding trouble ticket from) the appropriate WorldCom
Support Center and a period of not less than thirty (30) days
after receipt of Customers written notice, as specified by this
Agreement, of termination has elapsed during which WorldCom falls
to correct such quality deficiencies. Provided, nothing contained
herein shall impose any liability on WorldCom and Customers sole
remedy shall be the termination of the affected Service as
described.
(E) In the event of a network optimization or technology change using
WORLDCOM's Services available now, or in the future, any of which
significantly reduces the volume of network, notwithstanding
CUSTOMER's best efforts to avoid such a shortfall, WORLDCOM and
CUSTOMER will negotiate in good faith to amend this Agreement or
develop a new agreement that will satisfy the needs of both
parties and comply with all applicable legal and regulatory
requirements. Such amendments or new agreement may include, but
not be limited to, changes in rates, nonrecurring charges,
revenue and/or volume commitments, discounts, the multi-year
services period, and other provisions. WORLDCOM will prepare and
file any tariff revisions, if necessary, to implement such
amendment or new agreement, subject to all applicable legal
requirements, including the requirements of the Federal
Communications Commission and the Communications Act of 1934, as
amended by the Telecommunications Act of 1996. This provision
shall not apply to change resulting from a decision by CUSTOMER
(i) to reduce its overall use of telecommunications, or (ii) to
transfer portions of Its traffic or projected growth to carriers
other than WORLDCOM. This provision does not constitute a waiver
of any charges for Service provided to CUSTOMER prior to the
effective date of an amendment to, or replacement, of this
Agreement.
Terms and conditions contained herein will be offered for
fifteen (15) days from July 1, 1998
Please mail originals to: WorldCom Sales Contracts Administration,
000 Xxxx Xxxxx, 0xx Xxxxx, Xxxxxxx, XX 00000-0000
(F) This Agreement is not intended to offer or provide the Service or
any element or portion thereof for the purpose of resale of same
by Customer or any agent of Customer to another person or entity
not a Party hereto.
2. CUSTOMER COMMITMENT PERIOD AND MINIMUM ANNUAL COMMITMENT:
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(A) Customer's Service shall be provided applying the rates for the
above-referenced WorldOne(SM)Option and Extended Service Plan
("ESP"), as further conditioned in Section 2(B) below:
(B) SERVICE TERM/ANNUAL MINIMUM BILLING COMMITMENT:
For purposes of this Agreement, "Annual Minimum Billing
Commitment" ("Commitment") will consist of net revenues for
Service after discounts have been applied.
(1) Commitment: $3,600,000
(2) Service Term ("Term"): [X] 3 Yr.
(3) Effective Date: July 1, 1998
For the purposes of this Agreement, (i) if Customer has an
existing service agreement with WorldCom, the "Effective
Date" will be the next billing cycle following the date
this Agreement has been fully executed by both parties and
Customer has received a satisfactory credit review and
approval from WorldCom's Credit Department, and all
security documentation, if any, required by WorldCom has
been properly executed and delivered to WorldCom
(collectively, the "Credit Review"), and (ii) if Customer
does not have an existing service agreement with WorldCom,
the "Effective Date" will be the date this Agreement has
been fully executed by both parties and the Credit Review
has been completed.
(4) Term shall begin with the first complete billing month after
execution of this Agreement by WorldCom and installation of
Service is completed. Upon expiration of the Term or any annual
renewal thereof, unless either party gives written notice to the
other party thirty (30) days prior to the end of the Term, the
Term will continue on an annual basis until this Agreement is
terminated by either party on at least thirty (30) days prior
written notice to the other party.
(C) At any time during the Term of this Agreement, upon at least
thirty (30) days prior written notice to WorldCom, Customer may
elect to increase the Annual Commitment as set forth in 2 (B)(1)
to one (1) of the commitment levels as set forth in Schedule A
under the heading "Options to increase Annual Commitment,"
Customer shall then receive the appropriate interstate rates
pursuant to the commitment level as set forth on Schedule A,
attached hereto. The election shall then be effective for the
remainder of the Term or until such time as Customer elects to
increase the Annual Commitment to the next higher commitment
level.
(D) If Customer's annual Service usage charges (the "Annual Usage
Charges") for any year in the Term are less than the Annual
Commitment, Customer shall pay WorldCom the difference between
the Annual Usage Charges and the Annual Commitment (the
"Deficiency Charge"). The Deficiency Charge shall be due in
addition to the charges for all Service provided pursuant to this
Agreement. The Deficiency Charge, if any, shall be due and
payable at the same time payment is due for Customer's Services
provided by WorldCom. Charges for OnLine World Calling Card
Service, Operator Services and Directory Assistance usage do not
count in determining if the Commitment has been met.
3. RATES AND CHARGES:
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Rates and charges for Service shall be as set forth in Schedule A,
attached hereto. All rates and charges for other services, if any,
will be as set forth in the Tariffs applicable to those services at
the time they are provided to Customer.
(A) Except for such rates as may be set forth on Schedule A attached
hereto, charges for Service shall be as set forth in the Tariffs.
WorldCom may, upon thirty (30) days' prior written notice to
Customer modify any rate
Terms and conditions contained herein will be offered for
fifteen (15) days from July 1, 1998
Please mail originals to: WorldCom Sales Contracts Administration,
000 Xxxx Xxxxx, 0xx Xxxxx, Xxxxxxx, XX 00000-0000
set forth in Schedule A of this Agreement ("Rate Change Notice").
Customer may not terminate this Agreement based on a Rate Change
Notice unless the Rate Change Notice results in an increase of
more than five percent (5%) in Customer's overall net
telecommunications usage charges from WorldCom based on the
average of Customers previous three months telecommunications
invoiced billing charges ("Net Increase"). In the event of a Net
Increase to Customer, Customer will have thirty (30) days from the
date of receipt of Rate Change Notice to elect to terminate this
Agreement upon at least thirty (30) days prior written notice to
WorldCom of such termination without incurring further liability
to WorldCom.
4. BUSINESS DOWNTURN:
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In the event of a business downturn beyond Customer's control or a
divestiture of an Affiliate of Customer that significantly reduces the
volume of network services required by the Customer with the result
the Customer will be unable to meet its revenue and/or volume
commitments under this Contract (notwithstanding Customer's best
efforts to avoid such a shortfall), WorldCom and Customer will
cooperate in efforts to develop a mutually agreeable alternative
proposal that will satisfy the concerns of both parties and comply
with all applicable legal and regulatory requirements. By way of
example and not limitation, such alternative proposals may include
changes in rates, nonrecurring charges, revenue and/or volume
commitments, discounts, the multi-year services period and other
provisions. Subject to all applicable legal and regulatory
requirements, including the requirements of the Federal Communications
Commission and the Communications Act of 1934 (as revised and
amended), WorldCom will prepare and file any tariff revisions
necessary to implement such mutually agreeable alternative proposal.
This provision shall not apply to change resulting from a decision by
Customer to: (i) reduce its overall use of telecommunications; or
(ii) transfer portions of its traffic or projected growth to carriers
other than WorldCom. The Customer must give WorldCom sixty (60) days'
prior written notice of the conditions it believes will require the
application of this provision. This provision does not constitute a
waiver of any charges, including shortfall charges, incurred by the
Customer prior to the time the parties mutually agree to amend or
replace this Agreement.
5. NOTICES:
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Notices under this Agreement shall be in writing and delivered to the
person identified below at the offices of the Parties as they appear
below, or as otherwise provided for, by proper notice hereunder.
Notices will be effective and deemed delivered (i) three (3) business
days after posting with the United States Postal Service ("U.S. Mail")
when mailed by certified mail, return receipt requested; (ii) one (1)
business day after pick-up by a courier service when sent by overnight
courier, or (iii) one (1) business day after the date of the senders
electronic confirmation of receipt when sent by facsimile
transmission. The Party sending a notice by U.S. Mail or overnight
courier will bear the postage charges required for the selected
delivery method. Parties to receive notices are:
If to WorldCom: If to Customer:
Xxxxx Xxxxxx, VP. Marketing Xxx Xxxxxxx
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(NAME - PARTY TO RECEIVE NOTICES) (NAME - PARTY TO RECEIVE NOTICES)
Address (not P.O. Box address): Address (not P.O. Box address):
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000 Xxxx Xxxxx Xxx Xxxxxxxxx Xxxxxxx
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Fourth Floor Suite 300
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Jackson, MS 39201-2702 Xxxxxxx, Xxxxxxx 00000
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Phone No.: 000-000-0000 Phone No.: 000-000-0000
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Fax No.: 000-000-0000 Fax No.. 000-000-0000
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6. ENTIRE AGREEMENT:
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This Agreement including the Tariffs and any documents incorporated
herein by reference, constitutes the full understanding of the
Parties and supersedes any prior agreements between the Parties.
Terms and conditions contained herein will be offered for
fifteen (15) days from July 1, 1998
Please mail originals to: WorldCom Sales Contracts Administration,
000 Xxxx Xxxxx, 0xx Xxxxx, Xxxxxxx, XX 00000-0000
