EXHIBIT 10.15
MEMORANDUM OF UNDERSTANDING
BETWEEN
NETSTAR INTERNATIONAL HOLDING LIMITED
AND
oCEN COMMUNICATIONS, INC.
MARCH 15, 2000
This document summarizes the proposed terms of cooperation for IP communications
deployment between oCen Communications, Inc. of the United States (oCen) and
NetStar International Holding Limited (NetStar).
Parties oCen Communications, Inc., ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, a US-based
IP communications services provider.
NetStar International Holding Limited, 22/F,
Pearl Oriental Center, 200 Gloucester Road,
Wanchai, Hong Kong, a Hong Kong based
communications and network integration
specialist.
Preamble oCen is a leading IP-based communications
services provider focused on the North
American and Asian markets. oCen has built
one of the largest managed IP networks in US-
Asia dedicated for Internet telephony and
other real time and enhanced IP
communications services. With this state-of-
art IP network, oCen develops and markets
high quality, innovative communications
services to its customers -consumers,
carriers and corporations - in the US and
Asia.
NetStar is a leader in the Asia Pacific
region specializing in integrating and
servicing enterprise networks and network
enabled business solutions. NetStar is
committed to building working partnerships
with its customers and strategic suppliers.
With its operational headquarters in Hong
Kong. NetStar has offices in Australia, China
and Taiwan, and has a close working
relationship with leading suppliers such as
Nortel, Cisco and 3Com providing pre and
after-sales network integration solutions.
With oCen as an innovator in the Voice over
IP (VoIP) and IP-based communications space
and NetStar as a leader in enterprise
networking solutions, together both Parties
can deliver better solutions to their
respective customers. Based on their
compatible interest in developing a long-term
cooperation in IP telephony and other IP-
based communications services both Parties
have discussed their planned cooperation and
entered into this Memorandum of Understanding
(MoU).
Terms and Conditions
Overview of Responsibilities 1. oCen and NetStar agree to partner with
each other to launch IP-based
communications services for corporate
clients in the international market,
beginning with a beta launch in Taiwan
by March 2000 and subsequent rollout
across Greater China by June 2000.
2. oCen and NetStar will provide joint
sales leads for Voice over IP (VoIP),
Fax over IP (FoIP), IP-based Virtual
Private Networking (VPN) and other
enhanced communications services
utilizing oCen managed IP network and
branded CommPortal services.
[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
3. oCen will enter into service
negotiations and contractual agreements
with all corporate clientele for IP
communications traffic and usage.
Account management, monitoring, services
dispatch and billing will also be
controlled and administered by oCen.
4. NetStar will be responsible for
technical site surveys, installation of
VoIP gateways and relevant equipment at
customer premises, testing and circuits
and equipment, ongoing technical
maintenance and service support. This
will require NetStar to develop a
working expertise regarding all
necessary equipment, including but not
restricted to Clarent gateways, Cisco
routers, PBXs and ADSL technology.
5. oCen will be solely responsible for all
network operations and maintenance.
Trial Launch 1. NetStar Taiwan agrees to participate in
oCen's trial launch of basic IP
telephony services commencing in Taiwan
on March 7, 2000, post date of local
loop provisioning. This requires the
deployment of an 8-port analog Clarent
enterprise gateway at the NetStar Taiwan
site and a local loop connection between
NetStar Taiwan and oCen Taiwan's data
center, applied for by oCen on NetStar's
behalf. The purpose of the trial will be
to test the VoIP/FoIP technologies and
IP network quality, as well as to
provide hands-on experience in
installing, configuring and maintaining
all gateway and router equipment for
both oCen and NetStar deployment terms.
NetStar will provide the router and pay
for the NetStar Taiwan image minutes
using the current oCen route table.
2. NetStar agrees to refer 1 additional
corporate trial customers with the
following criteria: high volume IDD call
pattern, existing PBX and router in
place, situated within Greater Taipei
locale. oCen will provide the local loop
and VoIP gateway. NetStar will provide
the router to the customer.
3. Upon a successful trial of basic IP
telephony services within the enterprise
mode, both Parties will initiate a
CommPortal and IP VPN trial launch
across Greater China together.
Financial Terms 1. XXXXXXX
2. XXXXXXXXXXXXXXXXXXXXXXX
3. XXXXXXXXXXXXXXXXXXXXXXX
4. XXXXXXXXXXXXXXXXXXXXXXX
5. XXXXXXXXXXXXXXXXXXXXXXX
Confidentiality Both Parties, including but not limited to
employees, subsidiaries, and legal advisors,
agree to treat all information exchanged with
strict confidentiality, in the same manner as
if the information was their own, and not to
disclose to any third parties any information
related to the terms contained herein unless
required by applicable law and jointly
approved in writing by both Parties.
Subsequent Agreement Following the execution by both parties and
approval by oCen's Board of Directors of this
Memorandum of Understanding, the Parties
shall negotiate a
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
detailed Enterprise Services Agreement the terms
and conditions which shall supersede this
Memorandum of Understanding to the extent there
are inconsistent provisions.
Binding Effect Subject to the approval of this Memorandum of
Understanding by oCen's Board of Directors, the
terms and conditions of this Memorandum of
Understanding shall be legally binding on both
parties.
Signed and Agreed:
_________________________________________________
oCen Communications, Inc. (oCen)
Name/Title: ▇▇▇▇ ▇▇▇, Managing Director of Asia
Date:
_________________________________________________
NetStar International Holding Limited (NetStar)
Name/Title: ▇▇ ▇▇▇, CEO
Date:
