CONFIDENTIAL TREATMENT REQUESTED AS TO CERTAIN
INFORMATION CONTAINED IN THIS EXHIBIT
Exhibit 10.4
TRANSITION SERVICES AGREEMENT
BY AND BETWEEN
BROOKTROUT, INC.
AND
INTERSPEED, INC.
DATED AS OF
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TABLE OF CONTENTS
Page
ARTICLE 1. SERVICES TO BE PERFORMED; TERM; PERFORMANCE AND COOPERATION............................ 1
ARTICLE 2. PAYMENT ............................................................................... 3
ARTICLE 3. RELATIONSHIP OF PARTIES................................................................ 3
ARTICLE 4. CERTAIN PROVISIONS .................................................................... 3
ARTICLE 5. MISCELLANEOUS ......................................................................... 4
Schedules
Schedule A - Payroll Processing and Administration
Schedule B - Human Resources Information System
Schedule C - Benefits
Schedule D - Marketing
Schedule E - Information Technology and Telecommunications
Schedule F - Accounts Receivable
Schedule G - Accounting and Finance
Schedule H - Order Entry
Schedule I - Use of Interspeed Name on Forms
Tables
Table 1 - Transition Services Fees
(i)
TRANSITION SERVICES AGREEMENT
THIS TRANSITION SERVICES AGREEMENT ("Agreement") is made as of _____,
1999, by and between Brooktrout, Inc., a Massachusetts corporation
("Brooktrout") and Interspeed, Inc., a Delaware corporation ("Interspeed").
RECITALS
WHEREAS, Interspeed plans to consummate its initial public offering
on _____________, 1999, as per the Form S-1 Registration Statement dated
______, 1999, for its business located principally at 00 Xxxx Xxxxxx, Xxxxx
Xxxxxxx, XX 00000, the date and time at which the closing of the initial
public offering occurred being referred to herein as the "Closing Date";
WHEREAS, in further consideration of the initial public offering and
related transactions, Interspeed will require Brooktrout's assistance to manage
certain operations of the Business during periods specified herein following the
Closing Date; and
WHEREAS, in connection with and as a condition precedent to the closing
of the initial public offering, Brooktrout has agreed to provide certain
services to Interspeed following the Closing Date and Interspeed desires to
avail themselves of such services on the terms and conditions as hereinafter
provided.
NOW THEREFORE, in consideration of the mutual agreements and covenants
herein contained and intending to be legally bound hereby, the parties hereto
hereby agree as follows:
ARTICLE 1. SERVICES TO BE PERFORMED; TERM; PERFORMANCE AND COOPERATION.
(a) In accordance with the terms and provisions of this
Agreement, Brooktrout agrees to perform for Interspeed the services described
in Schedules A through K hereto (collectively, the "Services") in the amounts
and to the extent specified with respect to each such Service in the
applicable Schedule. Brooktrout shall have no obligation to provide any
Services requiring any change or addition to their hardware, software,
systems, training or personnel requirements other than those necessary prior
to the Closing Date, and as outlined in this agreement for the transition
period.
(b) This Agreement shall become effective as of the Closing
Date and shall terminate with respect to each Service on the date specified for
such Service or as determined in accordance with the applicable Schedule hereto.
(c) Notwithstanding anything to the contrary contained herein,
this Agreement may be terminated, in whole or in part, at any time:
(i) by the mutual consent of Interspeed and Brooktrout;
(ii) by Interspeed in the event of any material breach or
default by Brooktrout of any obligations under this
Agreement and the failure of Brooktrout, as
appropriate, to cure, or to take substantial steps
towards the curing of, such breach or default within
thirty days after receipt of
written notice from Interspeed requesting such breach
or default to be cured; or
(iii) by Brooktrout in the event of any material breach or
default by Interspeed's obligations under this
Agreement and the failure of Interspeed to cure, or
to take substantial steps towards the curing of, such
breach or default within thirty days after receipt of
notice from Brooktrout requesting such breach or
default to be cured.
(d) "Commercially reasonable efforts" or similar variations
thereof when used in this Agreement, mean that the obligated party is required
to make a diligent, reasonable and good faith effort to accomplish the
applicable objective. Such obligation, however, does not require an expenditure
of funds or the incurrence of a liability on the part of the obligated party,
nor does it require that the obligated party act in a manner that would be
contrary to normal commercial practices in order to accomplish the objective.
The fact that the objective is not actually accomplished is no indication that
the obligated party did or did not in fact utilize its reasonable commercial
efforts in attempting to accomplish the objective.
(e) Brooktrout shall use commercially reasonable efforts, as
defined in section (d) above, in the timely provision of the Services and
Interspeed shall use such commercially reasonable efforts to cooperate with
Brooktrout in connection with the provision of the Services. Such cooperation
shall include exchanging information, providing electronic access to data
systems used in connection with Services, performing true-ups and adjustments,
and obtaining all consents, licenses, sublicenses or approvals necessary or
desirable to permit each party to perform its obligations hereunder. In the
event there are any costs associated with obtaining such consents, licenses,
sublicenses or approvals, and if an acceptable arrangement concerning the
payment of such amounts cannot be agreed to by Brooktrout and Interspeed, then
Brooktrout shall not be required to continue providing the Service with respect
to which such consent, license, sublicense or approval is being obtained, except
as provided in Article 1(g) hereof.
(f) Brooktrout shall provide Services consistent with such
entity's past practices and at substantially the same level and quality as
provided by such entity as of the Closing Date. Brooktrout shall provide
Services in a time frame consistent with such entity's past practice and such
that Services respond to new developments in a timely manner, consistent with
such entity's past practice. Notwithstanding the foregoing, Brooktrout makes no
warranties of any kind, express or implied, with respect to any Services
provided hereunder. As needed from time to time during the period during which
Services are provided, and upon termination of the provision of any Services,
Brooktrout will provide Interspeed with all records (in any format, electronic
or otherwise) related to the provision of Services under this Agreement,
including, but not limited to, billing and other Business related records.
(g) The parties will consult with each other in good faith, as
required, with respect to the furnishing of and payment for special or
additional services, extraordinary items and the like, and will establish
pre-approval routines to the extent reasonably feasible.
(h) If Brooktrout reasonably believes it is unable to provide
any Service or, in the case of data systems, to support the function which the
data system relates, notwithstanding the use by Brooktrout of commercially
reasonable efforts as defined in section (d) above, to provide such Service
2
or to support such function, the parties shall cooperate to determine the best
alternative approach. Until such alternative approach is found or the problem is
otherwise resolved to the satisfaction of the parties, Brooktrout shall (i) use
commercially reasonable efforts to continue providing the Service or, (ii) in
the case of data systems, support the function to which the data system relates
or permit Interspeed to have access to the data system so Interspeed can support
the function itself. To the extent an agreed upon alternative approach requires
payment above and beyond that which is included in Brooktrout's charge for the
Service in question, Interspeed shall be responsible for such payment in an
amount of Brooktrout's direct costs.
ARTICLE 2. PAYMENT. In consideration for the Services to be provided by
Brooktrout hereunder, Interspeed shall pay to Brooktrout such fees and costs as
set forth in Schedules A through H, and Table 1, hereto. Brooktrout shall not be
entitled to any other payments in respect of the Services to be provided to
Interspeed hereunder.
The fees for the Services shall be payable monthly in arrears.
Brooktrout shall forward to Interspeed separate invoices for the Services,
listing the services provided hereunder and listing the fees for such Services.
Invoices shall be payable within 30 days after receipt by Interspeed.
Interspeed shall additionally be responsible for the payment of any
applicable sales taxes relating to the provision of goods or services received
with respect to Services provided by Brooktrout hereunder, but not any taxes
attributable to Brooktrout's income.
ARTICLE 3. RELATIONSHIP OF PARTIES.
(a) All employees and representatives of Brooktrout
providing Services hereunder to Interspeed under this Agreement shall be
deemed for purposes of all compensation and employee benefits to be employees
or representatives solely of Brooktrout, as appropriate, and not to be
employees or representatives of Interspeed. In performing their respective
duties hereunder, all such employees and representatives of Brooktrout shall
be under the direction, control and supervision of Brooktrout (and not of
Interspeed) and Brooktrout shall have the sole right to exercise all
authority with respect to the employment (including termination of
employment), assignment and compensation of such employees and
representatives.
(b) The parties hereto are independent contractors, and neither
party nor its employees or agents will be deemed to be employees or agents of
the other for any purpose or under any circumstances. No partnership, joint
venture, alliance, fiduciary or any relationship other than that of independent
contractors is created hereby, expressly or by implication.
ARTICLE 4. CERTAIN PROVISIONS.
(a) SPECIFIC PERFORMANCE. Upon a breach of this Agreement by
Brooktrout, Interspeed shall, in addition to all other remedies (other than
indirect or consequential damages, which shall not be available), whether at law
or in equity, be entitled to specific performance and any other available
equitable remedy.
(b) INDEMNITY.
3
(i) Brooktrout shall be liable, responsible and
accountable for damages, losses, liabilities, claims,
costs or expenses (including reasonable attorneys'
fees) only for gross negligence, willful misconduct
or willful refusal to act in the provision of
Services to Interspeed. Brooktrout shall not be
liable, responsible or accountable for damages
losses, liabilities, claims, costs or expenses
(including reasonable attorneys' fees) under this
Agreement except as expressly set forth in the
immediately preceding sentence.
(ii) Interspeed shall indemnify, defend, and hold harmless
Brooktrout and its respective directors, officers,
shareholders, employees, agents and controlling
persons from and against any and all losses, claims,
damages, liabilities, costs and expenses (including
any investigatory, legal and other expenses incurred
in connection with, and any amounts paid in, any
settlement) resulting from a demand, claim, lawsuit,
action or proceeding relating to any such person's
conduct in connection with the provision of Services
to Interspeed under this Agreement, provided that
such conduct did not constitute gross negligence,
willful misconduct, willful refusal to act or breach
of this Agreement by Brooktrout.
(c) NO CONSEQUENTIAL DAMAGES. NOTWITHSTANDING ANYTHING
CONTAINED IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL EITHER PARTY BE
LIABLE FOR INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES
(INCLUDING LOST PROFITS OR LOST REVENUES) OF THE OTHER PARTY, ITS SUCCESSORS,
ASSIGNS OR THEIR RESPECTIVE AFFILIATES, AS A RESULT OF OR ARISING FROM THIS
AGREEMENT, REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN TORT, CONTRACT, BREACH
OF WARRANTY, INDEMNIFICATION OR OTHERWISE.
ARTICLE 5. MISCELLANEOUS.
(a) GOVERNING LAW. This Agreement shall be deemed a
contract made under the laws of the Commonwealth of Massachusetts and,
together with the rights and obligations of the parties hereunder, shall be
construed under and governed by the law of the Commonwealth of Massachusetts,
without regard to the conflicts of law provisions thereof.
(b) FORCE MAJEURE. Neither party will have any liability for
damages or delay due to fire, explosion, lightning, pest damage, power failure
or surges, strikes or labor disputes, water or flood, acts of God, the elements,
war, civil disturbances, acts of civil or military authorities or the public
enemy, acts or omissions of communications or other carriers, or any other cause
beyond a party's reasonable control, whether or not similar to the foregoing.
(c) SUBCONTRACTING AND ASSIGNMENT.
(i) Brooktrout may subcontract any or all of the
functions or Services to be performed by either
entity under this Agreement with the consent of
Interspeed, which consent shall not be unreasonably
withheld, but will retain responsibility for all
matters subcontracted.
4
(ii) This Agreement and all the provisions hereof shall be
binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted
assigns, but neither this Agreement nor any of the
rights, interests or obligations hereunder shall be
assignable or transferable by either party without
the prior written consent of the other party hereto,
and any such unauthorized assignment or transfer will
be void. Notwithstanding the foregoing Interspeed may
assign this Agreement to any direct or indirect
affiliate of such entity.
(d) ENTIRE AGREEMENT; MODIFICATION. This Agreement and the
Schedules attached hereto constitute the entire agreement between the parties
with respect to the subject matter hereof and shall supersede all previous
negotiation, commitments and writings with respect to Services. This Agreement
and the Schedules attached hereto may not be altered, modified or amended except
by a written instrument signed by all affected parties.
(e) NO DUTY OF VERIFICATION. In the absence of actual knowledge
to the contrary, Brooktrout shall have no responsibility for verifying the
correctness of any information given to it by or on behalf of Interspeed for the
purpose of providing the Services.
(f) WAIVERS. The failure of any party to require the
performance or satisfaction of any term or obligation of this Agreement, or the
waiver by any party of any breach of this Agreement, shall not prevent
subsequent enforcement of such term or obligation or be deemed a waiver of any
subsequent breach.
(g) SEVERABILITY. In the event that any court having
jurisdiction shall determine that any restrictive covenant or other provision
contained in this Agreement shall be unreasonable or unenforceable in any
respect, then such covenant or other provision shall be deemed limited to the
extent that such court deems it reasonable and enforceable, and so limited shall
remain in full force and effect. In the event that such court shall deem any
such covenant or other provision wholly unenforceable, the remaining covenants
and other provisions of this Agreement shall nevertheless remain in full force
and effect.
(h) NOTICES. Any notice, request, demand or other communication
required or permitted hereunder shall be in writing and shall be deemed to have
been given if delivered or sent by facsimile transmission, upon receipt, or if
sent by registered or certified mail or by a nationally recognized commercial
carrier, upon the sooner of the date on which receipt is acknowledged or the
expiration of three days after deposit in United States post office facilities
properly addressed with postage prepaid. All notices to a party will be sent to
the addresses set forth below or to such other address or person as such party
may designate by notice to each other party hereunder:
TO BROOKTROUT: BROOKTROUT, INC.
000 Xxxxx Xxxxxx
Xxxxxxx, XX 00000
ATTENTION: Xxxx X. Xxxxx, President
Facsimile No.: (000) 000-0000
5
With a copy to Xxxxxxx Procter & Xxxx XXX
Xxxxxxxx Xxxxx
Xxxxxx, XX 00000
Attn: H. Xxxxx Xxxxxx, P.C.
Xxxxxx X. Xxxxxx, P.C.
Facsimile No.: (000) 000-0000
TO INTERSPEED: INTERSPEED, INC.
00 Xxxx Xxxxxx
Xxxxx Xxxxxxx, XX 00000
ATTENTION: Xxxxxxx X. Idle, President
Facsimile No.: (000) 000-0000
with a copy to: Xxxxxxx Procter & Xxxx XXX
Xxxxxxxx Xxxxx
Xxxxxx, XX 00000
Attn: H. Xxxxx Xxxxxx, P.C.
Xxxxxx X. Xxxxxx, P.C.
Facsimile No.: (000) 000-0000
Any notice given hereunder may be given on behalf of any party by his
counsel or other authorized representatives.
(i) DISPUTES. Except with respect to matters as to which
injunctive relief is being sought, any dispute arising out of or relating to
this Agreement that has not been settled within thirty (30) days by good faith
negotiation between the parties to this Agreement shall be submitted to the
JAMS/Endispute, Inc. for final and binding arbitration pursuant to the
JAMS/Endispute, Inc.'s Arbitration Rules. Any such arbitration shall be
conducted in Boston, Massachusetts.
(j) SURVIVAL OF OBLIGATIONS. The obligations of the parties
under Articles 2, 4(b), 4(c), 5(a), 5(d), 5(g), 5(h), and 5(i) shall survive the
expiration of this Agreement.
(k) TITLE AND HEADINGS. Titles and headings to sections herein
are inserted for convenience of reference only and are not intended to be part
of or to affect the meaning or interpretation of this Agreement.
(l) EXECUTION IN COUNTERPARTS. This Agreement may be executed
in any number of counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.
6
IN WITNESS WHEREOF, both Brooktrout and Interspeed have caused this
Agreement to be duly executed on its behalf by its duly authorized officer as of
the date first written above.
BROOKTROUT, INC.
By:
----------------------------
Name:
-----------------------
Title:
----------------------
INTERSPEED, INC.
By:
----------------------------
Name:
-----------------------
Title:
----------------------
7
SCHEDULE A
PAYROLL PROCESSING AND ADMINISTRATION
Scope: Brooktrout will provide payroll processing and administration
services for Interspeed comparable to those provided prior to
the Closing Date. Such services include calculation of
payroll, disbursement of paychecks and making direct deposits,
and collecting and forwarding payroll taxes and other
deductions, all on behalf of and for the account of
Interspeed.
1) During the period beginning on , 1999 through the end of
the Term described below, Brooktrout will pay the employees of
Interspeed, net of any taxes or other deductions such as
employee contributions to Flexible Spending Reimbursement
Accounts described on Schedule C hereof. Brooktrout will
deduct the gross payroll cost directly from Interspeed's cash
account.
2) Brooktrout will not make deductions with respect to the Brooktrout
401(k) Plan on or after , 1999, however, deductions will be made and
credited to a new Interspeed 401(k) Plan immediately upon adoption of
such Plan by Interspeed.
3) Brooktrout will provide Interspeed with a schedule showing the exact
nature of payments and deductions made by Brooktrout on behalf of
Interspeed.
4) The fees for set up of Interspeed hourly payroll charged by an
outside payroll processor will be directly billed to Interspeed, in
addition to payroll processing fees charged by the provider for such
hourly payroll processing.
Term: Terminates after the October 31, 1999 payroll has been processed,
although Interspeed may request an earlier termination.
Fees: Reimbursement by Interspeed for payroll processing and
administration services is outlined in Table 1. Interspeed
will reimburse Brooktrout for any payroll paid on behalf of
Interspeed for any period following the Closing Date within
two days after receipt of information from Brooktrout.
i
SCHEDULE B
HUMAN RESOURCES
Scope: INFORMATION SYSTEMS:
Brooktrout will maintain the Interspeed human resources
database, process changes to such database and provide
Interspeed with current access methods. Brooktrout will
provide the following employee information from the database
via an Excel format: social security number, first, middle and
last names, address, city, state, zip codes, position titles,
marital status, date of birth, date of hire, gender, race
codes, exempt/non-exempt status, hourly or annual salary rates
(dependent upon exemption status), next review dates, federal
marital status, tax code, federal and state exemption numbers.
PERSONNEL FILES:
Brooktrout will transfer the personnel files to Interspeed at
the end of the transition services period.
RECRUITING AND HIRING:
Brooktrout will provide a reasonable level (up to 15 hours per
week) of recruiting and hiring support as needed by
Interspeed. Should the recruiting needs increase, Brooktrout
will provide assistance in hiring a contract recruiter.
Term: Terminates on October 31, 1999, although Interspeed may
request an earlier termination.
Fees: Reimbursement by Interspeed for human resources services is
outlined in Table 1.
ii
SCHEDULE C
BENEFITS
Scope: Brooktrout will permit all active employees of Interspeed as of
the Closing Date and their dependents, if applicable, to remain
in all welfare benefit plans maintained by Brooktrout for the
employees of Interspeed as of the Closing Date, including, but
not limited to, the following welfare benefits:
INSURANCE PLANS:
medical insurance
dental insurance
short-term disability insurance, long-term disability insurance
accidental death and dismemberment insurance, travel insurance
life insurance
With respect to the foregoing benefits, Brooktrout will provide
coverage, process changes in participation (including new hires
and terminations), and process claims under all policies.
WORK AND FAMILY PROGRAM:
employee assistance program
FLEXIBLE SPENDING REIMBURSEMENT ACCOUNTS:
health care
dependent care
With respect to the foregoing benefits, Brooktrout will provide
deduction, disbursement and plan administration services; and
will work with the Flexible Spending Reimbursement Accounts
provider to transfer ending account balances to the new
employer's plan.
"COBRA" CONTINUATION HEALTH CARE COVERAGE:
Brooktrout will provide continuation health care coverage as
required under Section 4980B of the Code and Sections 601
through 607 of ERISA as of the Closing Date ("COBRA") to those
employees of Interspeed incurring COBRA qualifying events who
become eligible for COBRA continuation coverage on or after the
Closing Date but before November 1, 1999 (or such earlier date
specified by Interspeed).
iii
401(K) PLAN ADMINISTRATION As noted in Schedule A, Brooktrout
will not make deductions with respect to the Brooktrout 401(k)
on or after , 1999. The assets of the 401(k) participants will
be transferred into the new employer's plan.
Term: Insurance Plans, Work and Family Programs, Flexible Spending
Reimbursement Accounts, and COBRA Continuation Health Care
Coverage terminates on the date that payroll services terminate
pursuant to Schedule A.
Fees: Interspeed will reimburse Brooktrout for its cost of providing
such benefits at a per capita rate for the actual time coverage
is in effect at the actual provider rates. Reimbursement by
Interspeed for benefits services is outlined in Table 1.
iv
SCHEDULE D
MARKETING
Scope: Brooktrout will provide a reasonable level of Corporate
Marketing and management support, consistent with the level of
support provided to Interspeed prior to the Closing Period.
Marketing support services include advertising, promotions, web
site maintenance, collateral, public relations, and trade shows.
Term: Terminates on December 31, 1999, although Interspeed may request
an earlier termination.
Fees: Spending commitments will be pre-approved by Interspeed and all
marketing program costs will be paid to Brooktrout by
Interspeed at actual amounts incurred. Reimbursement by
Interspeed for marketing services is outlined in Table 1.
v
SCHEDULE E
INFORMATION TECHNOLOGY AND TELECOMMUNICATIONS
Scope: Brooktrout will continue to support Interspeed with information
technology and systems support to a reasonable level, similar to
that provided prior to the Closing Date. Support includes
general Oracle system support, WAN service support, voice system
support as needed, and support of software, hardware, systems
and maintenance related to the following:
SYSTEMS SUPPORTED:
Oracle
Saleslogix
Equity Edge
FAS (fixed asset tracking)
HRIS (human resource information system)
HARDWARE AND MAINTENANCE:
Delphi
Oracle system maintenance
Pangea (Oracle maintenance contractor)
Saleslogix maintenance
In order to provide adequate support on a timely basis,
Interspeed must coordinate with Brooktrout all changes or
enhancements made to their network, so as to ensure that the
above listed systems remain operable. Additional support
required to remedy the above systems due to network changes will
be invoiced separately and are not quoted in this agreement.
At the termination of this Transition Services Agreement,
Brooktrout will provide all of the data requested by Interspeed
from the above referenced systems, in reasonable format such
that Interspeed can import such data into their systems at
termination of this agreement.
Term: Terminates on December 31, 1999, but Interspeed may request an
earlier termination.
Fees: Reimbursement by Interspeed for information technology and
telecommunications services is outlined in Table 1. The cost of
an outside consultant contracted with mutual agreement of both
parties to download data to files for import by Interspeed will
be paid by Interspeed at actual invoice cost.
vi
SCHEDULE F
ACCOUNTS RECEIVABLE
Scope: Brooktrout's accounts receivable department will accept,
deposit and apply all checks and wire transfers received on
behalf of Interspeed. Collections will be wired weekly to an
account designated by Interspeed, and all documentation will
be sent weekly via overnight mail to Interspeed.
Term: Terminates on December 31, 1999, but Interspeed may request an
earlier termination.
Fees: Reimbursement by Interspeed of out of pocket expenses as
incurred (e.g., bank fees and delivery charges). Reimbursement
by Interspeed for accounts receivable services is outlined in
Table 1.
vii
SCHEDULE G
ACCOUNTING AND FINANCE
Scope: Brooktrout will continue to support Interspeed with Accounting
and Finance support to a reasonable level, similar to that
provided prior to the Closing Date.
ACCOUNTING AND FINANCE SERVICES PROVIDED:
Accounts payable vouchering
Cash disbursements
Customer credit analysis
Customer invoicing
General ledger
Cost accounting
Fixed Assets
Month end closings
Financial reporting
Tax
RECORDS
Brooktrout will transfer accounting and finance records to
Interspeed at the end of the transition services period. Records
include:
(a) Paid suppliers invoices
(b) Customer invoices and supporting documentation
(purchase orders, packing slips)
(c) Customer credit files
Term: Terminates on December 31, 1999, but Interspeed may request an earlier
termination.
Fees: Actual invoice amounts, where invoices are processed by Brooktrout on
behalf of Interspeed, will be paid by Interspeed. Reimbursement by
Interspeed for accounting and finance services is outlined in Table 1.
viii
SCHEDULE H
ORDER ENTRY
Scope: Brooktrout will continue to support Interspeed order entry services
similar to that provided prior to the Closing Date.
Term: Terminates on December 31, 1999, but Interspeed may request an earlier
termination.
Fees: Reimbursement by Interspeed for order entry services is outlined in
Table 1 .
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SCHEDULE I
USE OF INTERSPEED NAME ON FORMS
Scope: During the transition period, Brooktrout will continue to use
Interspeed forms in the support services provided on behalf of
Interspeed. At the end of the transition period, Brooktrout will
transfer remaining forms to Interspeed. Documents include the
following:
(a) Invoices
(b) Checks
(c) Letterhead
Term: Transfer of the remaining forms will be done as the respective
supporting services are terminated by Brooktrout as outlined in this
Agreement.
Fees: None for existing stock; additional stock, if needed, will be purchased
by Interspeed.
x
*** This Information has
been omitted pursuant to a
Request For Confidential
Treatment, and has been
filed with the
Securities and Exchange
Commission
TABLE 1: TRANSITION SERVICES FEES
SCHEDULE ADMINISTRATIVE HOURS ADMINISTRATIVE FEE
REFERENCE DESCRIPTION PER MONTH PER MONTH
A Payroll Processing and *** ***
Administration Services
B Human Resources administration *** ***
and database management
B Recruiting support by Brooktrout *** ***
staff
B Recruiting support by Brooktrout As requested
contract recruiter; $70/hour by Interspeed
C Benefits Related Services *** ***
D Corporate Marketing and *** ***
Management
E Information Technology and *** ***
Telecommunications
F Accounts Receivable *** ***
G Accounting and Finance Services *** ***
H Order Entry *** ***
I Use of Interspeed Name on Forms Not Applicable -
MONTHLY TRANSITION SERVICE FEE ***
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SCHEDULE BASE RATE
REFERENCE DESCRIPTION OTHER COSTS PER HOUR OH%
A Payroll Processing and Gross payroll costs; outside *** ***
Administration Services payroll processing fees,
including set up of an
hourly payroll for
Interspeed hourly
employees.
B Human Resources administration *** ***
and database management
B Recruiting support by Brooktrout Agency fees; hiring ads *** ***
staff
B Recruiting support by Brooktrout Out of pocket expenses *** ***
contract recruiter; $70/hour
C Benefits Related Services Per capital actual costs of *** ***
insurance as invoiced by
providers.
D Corporate Marketing and Marketing program costs at actual *** ***
Management amounts invoiced.
E Information Technology and Sprint WAN service actual cost; *** ***
Telecommunications contracted consultant to download
data for import to Interspeed
systems (or ***/hour if provided
by Brooktrout); and internet
access fees, all billed at actual
invoice cost.
F Accounts Receivable Out of pocket costs (e.g., Bank *** ***
fees, delivery charges)
G Accounting and Finance Services Actual invoice costs *** ***
H Order Entry *** ***
I Use of Interspeed Name on Forms Cost of additional forms, if
needed.
Note: Unless otherwise noted in this Transition Services Agreement,
Brooktrout will invoice fees monthly and Interspeed will send
payment for Brooktrout's receipt within 30 days of the invoice
date. Where Interspeed is responsible for reimbursement of other
actual costs incurred by Brooktrout on behalf of Interspeed,
Interspeed will send payment for Brooktrout's receipt within 10
days of receiving supporting documentation of the costs incurred
by Brooktrout.
