EXHIBIT 10.33
Memorandum of Understanding
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Wednesday, November 17, 1999
Made between Telic and XXXxxxx.Xxx.
-Both Parties wish to enter into a strategic alliance that proves
mutually beneficial. -Both Parties shall maintain this relationship all
long as it continues to prove beneficial. -Both Parties agree that this
MOU is not binding and is meant to serve as a reference point for our
relationship while a more detailed and formal agreement is created.
Context
1. Telic wishes to provide enhanced services to its partners by offering a
business management system to said partners. Currently Telic is not is
possession of such a "billing" system and is not in the position to
develop one in a timely fashion.
2. XXXxxxx.Xxx wishes to provide a high-density gateway solutions to its
customers. XXXxxxx.Xxx is not currently in a position to develop this
high-density solution in a timely fashion. XXXxxxx.Xxx wishes to
provide a PC-based telephone that functions with a high-density gateway
solution.
3. Both parties believe that access to each other's networks and
facilities will prove to be an advantageous situation for all
concerned.
4. Both parties believe that mutual cooperation in both technology and
network expansion shall prove to be a highly beneficial circumstance.
Regarding Gateways
1. Xxxxx.Xxx will allow XXXxxxx.Xxx to purchase gateways at Xxxxx.Xxx's
purchase Hardware cost. Telic agrees to supply vendor invoices for
hardware purchases.
2. IPVoice shall have the right to purchase equivalent hardware from its own
sources.
3. IPVoice shall receive training from Telic in order to construct gateways.
4. XXXxxxx.Xxx can license the TeraVox (card control software) software
from Xxxxx.Xxx at its best current price, not to exceed $50/port, (this
includes any Solaris drivers to support the AudioCode IP card). Telic
agrees to supply vendor invoices for software purchases.
5. XXXxxxx.Xxx can have a copy of the source code for both the "LinkNet"
and "Billing" interface software from Xxxxx.Xxx upon request. This
source code will not include any Telic
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specific features that fall into the category of "new products" that
Telic has developed at its expense for its own marketing purposes.
6. Telic will modify the gateway software to accommodate IPVoice's billing
interface and call flow.
7. Gateways shall have fax, voice and softphone capability.
PC SoftPhone
1. XXXxxxx.Xxx can purchase the softphone for $2 per copy. IPVoice will
pay Telic the amount once the customer has activated and paid for the
SoftPhone service from IPVoice.
2. Telic shall have access to all reports required to audit this process.
3. Xxxxx.Xxx shall provide the ability to purchase the source code for this
software.
4. Xxxxx.Xxx will make best efforts to modify the softphone to work with
MultiCom and provide a small amount of custom labeling and cosmetic
changes. These efforts being driven by IPVoice business commitments for
the purchase of the softphone.
5. IPVoice shall have the right to custom label this software for its
partners or other promotional purposes.
Network Installation and Support
1. Xxxxx.Xxx will provide full network support for all XXXxxxx.Xxx. This
includes: Troubleshooting, 24/7 Network monitoring, assistance in
provisioning, quality assurance and monitoring.
2. XXXxxxx.Xxx will pay .1 cent (one tenth of a cent) for each call record
passed through the network supported by Telic each month per month.
3. Xxxxx.Xxx will install XXXxxxx.Xxx gateways. Xxxxx.Xxx will charge
IPVoice travel expense plus a reasonable on-site install charge for
this service.
Billing Services
1. XXXxxxx.Xxx will provide Telic up to 4 MultiCom billing systems
(run-time software only) XXXxxxx.Xxx will support Telic and provide
guidance on required hardware. Telic shall pay for any Progress and
Unix license (at IPVoice cost) required to run a server.
2. Xxxxx.Xxx will pay XXXxxxx.Xxx .1 cent per call record (one tenth of
one cent) created across every billing server within each month, per
month.
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3. XXXxxxx.Xxx will provide Xxxxx.Xxx with all enhancement to MultiCom as
they are released by XXXxxxx.Xxx.
4. Xxxxx.Xxx can have the source code to the MultiCom socket server
interface. this allows Telic to create enhanced features that are
specific to its purposes without relying upon IPVoice to provide these
enhancements.
General
1. XXXxxxx.Xxx and Xxxxx.Xxx agree to make mutual best efforts to
accommodate the software features required by the other.
2. Both parties agree to assist the other in all manner of network,
carrier, facility, technology endeavors that bring to both.
3. Xxxxx.Xxx shall be the first organization (and have preferred status)
of the "XXXxxxx.Xxx Interoperability Initiative" ("i3").
4. Both parties shall work together to insure network interoperability and
billing interoperability.
5. Both parties shall work closely together to enhance the others
technology development and value.
Carrier and Facility Rights
1. IPVoice and Telic shall have the right to place equipment at each other's
sites at cost.
2. IPVoice and Telic shall have the rate to purchase from each other, at
cost, pro rata, IP bandwidth between facilities from each other's
current bandwidth circuits or utilize existing contracts for said
bandwidth to install new IP connection. Each party shall have the
option to insist that the other order additional bandwidth should it be
required. (Each party shall be responsible for providing any equipment
required for this purpose.) The purpose of this is to enhance the
other's ability to acquire much-needed bandwidth from the other's
resources.
3. IPVoice and Telic shall have the right to order carrier circuits from the
other at install cost.
4. IPVoice and Telic shall provide each other favorable wholesale rates
from their respective carriers.
/s/ Xxxxxxx Xxxxx /s/ Xxxx Xxxxxxx
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Xxxxxxx X. Xxxxx Xxxx Xxxxxxx
Director, XXXxxxx.Xxx President, Xxxxx.Xxx
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