Exhibit 10.10
IPVoice Communications, Inc.
TruePartner Joint Venture Agreement
This Marketing Agreement (Agreement) is made and entered into on this 1st day of
March, 1999, between IPVoice Communications, Inc., a Nevada Corporation, known
as ("IPVC") and Teleco Service International, Inc., 0000 Xxx Xxxxxx Xxxx,
Xxxxxx, XX 00000, the TruePartner Joint Venture, known as (TPJV).
1. Exclusive Territory
IPVC grants to TPJV the exclusive right to jointly market, advertise and
sell IPVC network and equipment (TrueConnect Gateways) or TrueWeb access
(Services) as defined in Appendix A.-1 Wholesale Network Pricing and
Appendix A-2 Wholesale TrueConnect Gateway Pricing. The TPJV shall also
have the right to market, advertise and sell the Services to be offered
through IPVC in the future, the compensation for such activities to be set
by agreement of the parties when such services are made available. It is
acknowledged that although TPJV is granted a right to market the Services
within the Territory as a Master Distributor of IPVC, TPJV shall also have
authority to market the Service with the Territory using other agents. The
identical terms and conditions of this agreement will apply to agents or
partners of TPJV.
2. Equipment Testing Period (Beta) Terms and Conditions
Gateways
A period of thirty (30) days from time of install shall be set aside for
the customer to test TrueConnect Gateway features and functions. During
this period of time Customer and TPJV agree to work and consult with IPVC
staff on any questions, concerns or issues that might arise to ensure that
the TrueConnect Gateways meet or exceed Customer's desired performance
requirements. Should the TrueConnect Gateways not meet TPJV's reasonable
requirements and should IPVC be unable to correct the problem, the Customer
shall be allowed to return the Gateway (at the cost of TPJV) to IPVC and
IPVC will refund Customer's posted Letter of Credit less a 10% restocking
fee. Furthermore, should the TrueConnect Gateway fail to be acceptable
under the Beta test requirements (setforth in that document) the Customer
shall have no contractual obligations to IPVC. Should TrueConnect Gateways
perform and pass Beta Test requirements, IPVC shall have the right to pull
the entire Letter of Credit and apply it as payment in full for the tested
Gateway(s) on the Customers site. Customer further agrees that all
TrueConnect Gateways must be paid in full prior to shipping and
installation.
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Voice Quality
IPVC cannot guarantee voice quality to the Customer because it is not a
function of the Gateway itself, but the capabilities of the chosen Internet
Provider in that area. Should Customer not have access to IPVC recommended
Site and Internet Requirements, IPVC agrees to work with Customer on
alternative routes, providers and carriers.
A. TPJV's Obligations
TPJV shall work diligently with IPVC staff during the installation and
testing period to ensure that the Services are sold as described within the
Territory. TPJV has the authority to hire technicians or employees to
comply with the obligation. TPJV shall have approved Technical,
Installation and User Manuals and Beta Testing reports and is responsible
for having materials translated into the major languages spoken within the
Territory. TPJV's agents or partners will comply with the terms and
limitations of this Agreement. IPVC shall have the right to require TPJV's
agents and partners to sign an Addendum to this Agreement to that effect.
B. IPVC's Obligations
An IPVC technical representative will travel to Customer's location to
install a Gateway and to train Customer's staff on the use of TrueConnect.
IPVC will supply TPJV and Customer with details of reporting that will be
required during the testing period. IPVC will pay the cost of travel and
lodging for the IPVC technical personnel for a maximum of two- (2)
travel-days and a five- (5) business-day stay. Should the Customer desire
that the IPVC technical person stay longer, the additional expenses will be
billed to the Customer unless otherwise approved by IPVC in advance.
3. Compensation
In consideration for marketing, advertising and selling by both companies,
and the Services as set forth above, TPJV and IPVC will share revenue
afterrecovery of IPVC's cost of network.
In consideration for TPJV purchase of equipment, IPVC revenue sharing will
be 50/50 for the term of this agreement.
4. Billing and Collecting
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IPVoice Communications, Inc.
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A. Collecting will be pre-payment based on estimated usage and Licensing
fees, with terms of Net 30 days. IPVC will give TPJV prior credit
approval before extending these terms to the Customer. TPJV shall be
required to post a Letter of Credit with IPVC on behalf of the
Customer, or the Customer shall post a Letter of Credit directly with
IPVC for the full purchase price including shipping and handling of
the TrueConnect Gateway prior to shipping and installation.
B. IPVC will, at the end of a thirty-day period, provide TPJV with a
detailed invoice. IPVC will also forward to TPJV a complete listing of
all revenues credited to the TPJV with the associated calculation of
TPJV's shared revenue. In no event will the shared revenue received be
held by IPVC for longer than thirty (30) days after either the
two-week or month-ending account receivable cycle.
5. Letter of Credit
TPJV agrees to provide an Irrevocable Letter of Credit (LOC) from a
mutually agreed upon financial institution for one and one-half times the
estimated monthly billing for those customers that IPVC will not extend
credit to. The LOC shall be adjusted periodically using IPVC procedures to
account for variations in the value of xxxxxxxx. In no case shall the LOC
be less than one and one-half times the estimated monthly billing. The LOC
shall state that if payment is not received by IPVC within 30 calendar
days, IPVC shall have the ability to draw on the LOC for the outstanding
amount due IPVC (usage charge less TPJV's shared revenue).
6. Third Party Infringements
TPJV shall initially have the sole right, in its discretion, to initiate,
prosecute or settle legal actions against any person infringing on any
intellectual property rights to the Services within the Territory (except
any settlement, which would have the effect of denying to IPVC the benefits
of this Agreement). Each party shall promptly notify the other of any
actual or potential infringement, which becomes known to it. Should TPJV
fail to take appropriate and diligent action with respect to any such
infringement by a third person, in the sole and absolute discretion of
IPVC, then IPVC shall have the right to take such action, at its own
expense and in its own name and the right to enforce and collect any
judgment thereon. Each party shall cooperate (including appearance for
testimony at trials and depositions) with the other party as such party may
reasonably request in regard to any legal action brought by a party
pursuant to this Section. The party requesting such cooperation shall pay
all out-of-pocket costs of the party providing such cooperation.
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7. Confidentiality
Neither party shall disclose any trade secrets (if it has been designated
as such in writing at the time of its original disclosure by one party to
the other) to persons other than those bound by the terms of this Agreement
or persons who have executed Confidentiality Agreements which require such
persons to maintain the confidentiality of such trade secrets to
substantially the same extent as required by this Section. Nothing in the
foregoing sentence shall prohibit disclosure of any information which is
publicly known at or after the time of disclosure, which is already known
to the recipient, or which is required to be disclosed by law.
8. Agreement Not to Compete
A. TPJV agrees that during the period commencing on the date of this
Agreement and continuing until the date two (2) years after this
Agreement is terminated, it will not directly or indirectly, either as
an employee, employer, consultant, agent, principal, partner,
stockholder, corporate officer, director, investor, or financier or in
any other individual or representative capacity, or otherwise, engage
or participate in any business which directly or indirectly competes
with the business of IPVC or any TPJV supplying services to IPVC
within any country being serviced by IPVC or any TPMD supplying the
service to IPVC at the time this Agreement is terminated. TPJV
covenants that during the term referenced above, it will not, either
for itself or for any other person or entity, except as may be
required by the terms of this Agreement either directly or indirectly:
(1) call on, solicit, take away or hire any customers, employees,
principals, lessors, distributors or suppliers or other personnel or
independent contractors, of IPVC or any TPJV or TPMD supplying the
Services to IPVC, (2) acquire or attempt to acquire rights for
providing any product or services in competition with IPVC or any TPJV
or TPMD supplying the Services to IPVC, or (3) engage in any act which
would interfere with or harm any business relationship with any
customer, lessor, employee, principal or supplier of IPVC or any TPJV
or TPMD supplying the Services to IPVC.
B. The parties agree that a breach of the covenants described in this
Section will result in substantial damages to IPVC, which would be
difficult, if not impossible to ascertain. The TPJV agrees that in the
event of such a breach or threatened breach, IPVC shall have the right
to a Restraining Order and an Injunction, without bond or other
security (all of which is waived) both temporary and permanent,
enjoining and restraining any such breach or threatened breach. Such
injunctive relief shall be in addition to any other remedy available
to IPVC at law or in equity. Nothing in this Agreement shall be
construed to prohibit or prevent IPVC from initiating an action or
otherwise recovering any damages that may be sustained as a result of
the breach or threatened breach by TPJV. TPJV also agrees that IPVC
may pursue any remedy available to it, and the pursuit of any one such
remedy at any time will
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IPVoice Communications, Inc.
TruePartner Joint Venture Agreement
not be deemed an election of remedies or waiver of right to pursue any
other remedy.
C. Should TPJV breach or violate any term of this Agreement at any time
when monies are due and owing to it from IPVC, then all unpaid monies
due TPJV shall be subject to offset by the amount of any damages
incurred by IPVC, the amount of any attorney fees and other related
expenses incurred by IPVC in enforcing this Agreement, and by the
amount of any other claims IPVC may have against TPJV.
9. No Relationship
The parties to this Agreement are independent contractors only and nothing
in this Agreement shall be construed as establishing any agency, joint
venture, partnership, fiduciary or other relationship between the parties.
10. Warranty
Each party represents and warrants to the other that it has the power and
authority to execute and deliver, and to perform its obligations under this
Agreement, and that neither the execution or delivery of this Agreement nor
the performance of its obligations hereunder will constitute a breach of
the terms or provisions of any contract or violate any law or the rights of
any third party.
11. Term and Termination
The term of this Agreement will commence as of the date first above written
and shall continue until the second anniversary of the date of its
execution. If either TPJV or IPVC commits a material breach of any material
provision of this Agreement, and such breach is not cured within ninety
(90) days after the date of which notice of breach is provided to the
breaching party in writing, the non-breaching party shall have the right to
terminate this Agreement upon further thirty (30) day written notice.
12. Governing Law
This Agreement shall be governed and construed in accordance with the laws
of Florida, USA (excluding any conflicts with laws or rules) and each party
submits to the jurisdiction of any state, county or federal court in the
State of Florida, USA.
13. Entire Agreement
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IPVoice Communications, Inc.
TruePartner Joint Venture Agreement
This Agreement sets forth the entire Agreement or any understanding between
the parties as to its subject matter and supersedes all other documents,
verbal commitments or understandings made before conclusion of this
Agreement, and none of the terms of this Agreement may be amended or
modified except in writing signed by both parties.
14. Assignment
This Agreement may not be assigned by either party without the prior
written consent of the other party except that any party may assign this
Agreement to any successor corporation (including the surviving corporation
in any consolidation or merger) or assignee of all or substantially all of
its business. In the event of such an assignment, the assigning party shall
remain jointly and severally liable with the assignee for the full and
timely performance by such assignee of the assigning party's obligations
hereunder.
15. Notices
Any notice, consent or approval required or permitted under this Agreement
shall be in writing and shall be delivered to the following addresses (i)
personally by hand (ii) by certified mail, postage prepaid with return
receipt requested, or (iii) by fax confirmed by such certified mail:
If to TPJV:
Teleco Service International, Inc.
0000 Xxx Xxxxxx Xxxx
Xxxxxx, XX 00000
E-mail address:
Phone number: 000 000 0000
Fax number:
If to: IPVoice Communications, Inc.
0000 Xxxxx Xxxxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
E-mail Address: xxxx@xxxxxxx.xxx
Phone Number: 000.000.0000
Fax Number: 000.000.0000
All notices shall be deemed effective upon the date delivered by hand or
sent by fax, or if mailed, as of the date which is five (5) days after the
date of mailing. Either party may change its address for notice purposes by
notifying the other party of such changes of address in accordance with the
foregoing.
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IPVoice Communications, Inc.
TruePartner Joint Venture Agreement
16. Waivers
No waiver of any term or condition of this Agreement shall be valid except
when made by an instrument in writing expressly waiving such term or
condition signed by the waiving party. A waiver by any party of any term or
condition of this Agreement in one instance shall not be deemed a waiver of
such term or condition for any similar instance in the future or of any
subsequent breach. All rights, remedies obligations and agreements
contained in this Agreement shall be cumulative and not in limitation of
any other remedy, right, obligation or agreement of any other party.
17. Severability
If any part of this Agreement is contrary to, prohibited by or deemed
invalid under the laws of any jurisdiction, such provision shall, as to
such jurisdiction be inapplicable and deemed omitted to the extent so
contrary, prohibited or invalid, without invalidation or affecting the
validity or enforceability of such provision in any other jurisdiction.
18. Specific Performance
The parties acknowledge that there may be no adequate remedy at law for any
violation of sections of this Agreement, and that in addition to any other
remedies which might be available, such Sections shall be specifically
enforceable in accordance with their terms.
19. Headings
Headings contained in this Agreement are for convenience of reference only
and shall not affect the meaning or construction under the provision of
this Agreement.
20. Voluntary Agreement
Each party warrants that before signing this Agreement such party has been
fully advised of its contents and meaning, has had legal counsel explain
the meaning and legal significance of each and every provision therein, and
executes this Agreement freely and voluntarily with full knowledge and
understanding of its contents.
21. Cumulative Remedies
No remedies or election hereunder shall be deemed exclusive, but shall,
whenever possible, be cumulative with all other remedies at law or in
equity.
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22. Attorney Fees
In the event any action, proceeding or litigation, judicial or
non-judicial, arises out of the subject matter of this Agreement the
prevailing party shall be entitled to payment of all costs, expenses and
attorney fees incurred.
23. Successor/Assigns
This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, successors, personal
representative and assigns. The parties each agree to take such further
action and deliver such ancillary document as may be reasonable or
necessary in order to carry out the terms and provision of this Agreement.
24. Authority
Each individual executing this Agreement in a representative capacity
warrants to the other party that such person has sufficient authority to
bind the party on behalf of whom they are executing this document.
25. Duplicate Originals
Any fully executed copy of this Agreement shall be deemed for all purposes
as a duplicate original. All originals and duplicate must be signed before
a notary or will be considered invalid.
EXECUTED by the parties effective as of the date first written above.
IPVoice Communications, Inc.
By: /s/ Xxxxxxx X. Will
--------------------------
Xxxxxxx X. Will, President and COO
State of Colorado )
County of Jefferson ) ss
Country of USA )
Subscribed and sworn to under oath before me on this 25th day of March, 1999.
/s/ Xxxxxxx X. Vader
----------------------------
Notary Public
0000 Xxxx #000, Xxxxxx, XX 00000
My Commission Expires 8-12-99
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IPVoice Communications, Inc.
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Teleco Service International, Inc.
By: /s/ Xxxxxx Xxxx
Xxxxxx Xxxx
President
State of Georgia )
County of Xxxx ) ss
Country of USA )
Subscribed and sworn to under oath before me on this 22nd day of March, 1999.
/s/ Xxxxx X. Xxxxxxx
--------------------------
Notary Public
0000 Xxx Xxxxxx, Xxxxxx XX 00000
My Commission Expires 12/01/02
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IPVoice Communications, Inc.
TruePartner Joint Venture Agreement
Appendix A
Non-Exclusivity of Territory
Or
Exclusivity of Territory
_ IPVoice Communications Inc. and TPJV have agreed that IPVC gives
non-exclusivity of territory to TPJV.
INIT _______INIT _______
|X| IPVoice Communications Inc. and TPJV have agreed that IPVC gives
exclusivity to TPJV in the following Territory. TPJV will purchase the
exclusive to market IPVC services in the chosen country. TPJV is entitled
to:
o Exclusivity.
o A Dedicated Sales and Service Contact.
o On-site training for sales and service.
o Training Manuals, changes and updates as they become available.
o Updates on IPVC competitive advantage.
o Market Overview and updates.
o Detailed information on IPVC products and services.
o Wholesale Pricing.
o Billing and Collection guidelines.
o Newsletter and future product development charts.
o Technical Assistance.
o Future product development changes.
o Regular Agent and TruePartners meetings.
The purchase of the exclusive territory will vary by country and market and has
been determined as follows:
1.) Exclusive Territory is granted to TPJV and is as follows:
Territory Signing Fee
a) USA termination for China 0
b) USA termination for Nicaragua 0
c) USA termination for El Salvador 0
d) USA termination for Guatemala 0
e) USA termination for Honduras 0
f) USA termination for Panama 0
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Appendix A (Continued)
Non-Exclusivity of Territory
Or
Exclusivity of Territory
This is for the right to market and advertise the services and to establish an
office. As used in this Agreement, "Service" shall mean domestic, intra-country
and international calling services offered through the date of this Agreement,
specifically origination and termination in designated calling patterns,
international and calling card. TPJV shall also have the exclusive right to
market, advertise, and sell the services to be offered through IPVC in the
future, the compensation for such activities to be set by agreement of the
parties as set forth in Appendix B.
It is acknowledged that although TPJV is given (a) the right to market a
geographic territory, and (b) Product and Services; as a TPJV on behalf of IPVC,
IPVC also grants authority to TPJV to market said Territory by using TPJV's own
agents or direct sales staff.
TPJV Obligations under Exclusive Territory
TPJV shall diligently promote the Service within the Territory. TPJV has the
authority to hire agents or employees to comply with the obligations of this
Agreement at the sole expense of TPJV. TPJV shall have IPVC pre-approved
promotional materials which must be translated into the major languages spoken
within the Territory at the sole cost of the TPJV. TPJV's agents or partners
will comply with the terms and limitations of this agreement and will sign
documentation to that effect. TPJV is responsible for setting up an office,
where customer calls can be answered, "IPVoice Communications (country name),"
and that sales and service can be handled in a professional manner.
TPJV understands and agrees that IPVC has the right, in its sole and absolute
discretion, should the following quota not be met to terminate and/or change
TPJV's Country Exclusivity.
QUOTA: 1,000,000 minutes per month per Exclusive Territory after a twelve (12)
month ramp.
TPJV understands and agrees that all Gateways are owned by IPVC at conclusion of
the Beta Test period.
INIT _______INIT _______
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TruePartner Joint Venture Agreement
Appendix B
TPJV Wholesale Pricing
This Appendix B, dated March 1, 1999 by and between IPVoice Communications, Inc.
(IPVC), a Nevada Corporation, and Teleco Service International, Inc.,
TruePartner Joint Venture (TPJV), is attached to and made a part of the
Agreement between IPVC and TPJV dated March 1, 1999 (the Agreement).
As set forth in this Appendix hereto, payment for Servics shall be determined by
the destination and duration of the calls, and at the per minute rates listed in
the folowing Schedules. IPVC at it's sole discretion and upon five (5) days
advance written notice, may change such rates as it deems necessary unless such
changes is required by law, order, rule or regulation, whereupon IPVC will
6promptly notify TPJV of such changes but such notice shall not act as a
condition precedent thereto. TPJV agrees to pre- pay for all services and
understands that no equipment will be shipped prior to payment. An estimated
monthly amount will be posted each month for usage with a true-up at the end of
each billing cycle.
Equipment Descriptions listed in Appendices D and E
A. TrueConnect Gateway Wholesale Pricing for Domestic and International
Product Sold Wholesale Pricing Retail Pricing
TrueConnect Gateway
Domestic (T/1) $49,894.82 $59,894.82
International (E/1) $53,718.22 $63,718.22
Added Gateways (Pricing does not
include install or travel)
Domestic $39,894.82 $44,894.82
International $43,718.22 $48,718.22
T-1 Cards $ 6,300.00 $ 6,500.00
E-1 Cards $ 6,500.00 $ 6,700.00
B. TrueConnect Gateway's using MultiCom software but no network applications
or resell of of minutes:
Per Customer Location:
Pricing not available at this time.
Should market conditions change, IPVC reserves the right to modify the pricing
structure.
"Net Revenues" shall mean gross revenues actually received by IPVC or TPJV
for sales of the services defined in this Agreement, less IPVC's cost of,
but not limited to, taxes, duties, discounts, license fees, equipment,
network, labor, refunds and administrative costs. Both IPVC and TPJV shall
determine rates and commissions for any IPVC network used by TPJV customer
switching in TPJV's Territory.
In order to stay competitive and in order to maximize return, IPVC shall require
in the event an 800-toll free access number is being used, that the number be
changed periodically.
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Appendix B (Continued)
TPJV specifically agrees to contact customers to make the required number
changes within two (2) weeks of receipt of notice from IPVC. IPVC will give a
minimum of two weeks notice after which toll free number change is required.
IPVC may invalidate this Agreement if TPJV fails to make the required changes
without agreed written notice from IPVC for delays.
IPVoice Communications, Inc.
By: __________________________
Xxxxxxx X. Will, President and COO
Teleco Service International, Inc.
By: __________________
Xxxxxx Xxxx, President
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Appendix C
Contact Form
This contact form must be filled out, dated and submitted to IPVoice by mail,
fax or e-mail for every potential customer, distributor, sub-agent or client
that the TPJV proposes to list in its base of working accounts. TPJV understands
and agrees that should submitted contact not sign an agreement after one-year
from the time it was submitted to IPVoice, IPVoice shall have the right to
contact and sell directly. (Unless otherwise agreed to in writing)
DATE SUBMITTED_______________________________________
SUBMITTED BY: ______________________ RECEIVED BY: _______________________
CUSTOMER'S NAME: ________________________________________________________
CONTACTS NAME: __________________________________________________________
DAYTIME OR OFFICE PHONE NUMBER: _____________________________________
AFTER HOURS NUMBER: ____________________________________________________
FAX NUMBER: _________________________E-MAIL ADDRESS: ___________________
ADDRESS: ______________________________________________________________
CITY/STATE/COUNTRY: _________________________________________________
ZIP___________________
COMMENTS: ____________________________________________________________________
PROGRAMS/SERVICES OR PRODCTS ARE UNDER NEGOTIATIONS:
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Appendix D
TrueConnect Gateway
T-1 Applications Sale and Price Sheet
Description
USA Domestic and some International Locations. Each TrueConnect Gateway is
set up with (2) T-1 Cards and has the capacity to hold (4) T-1 Cards. Each
card should be able to handle 250,000 minutes per month. To insure optimum
performance, IPVoice recommends that you DO NOT operate your Gateways with
(4) Cards. As minutes grow, Gateway can be added to support growth.
Sales Price:
First TrueConnect Gateway _________
TrueConnect Gateway Adds _________
T-1 Cards _________
Licensing Fees for MultiCom
Set up Fee of $5000.00
Monthly Fee of $5000.00 or $0.0025 per call record (which is ever greater)
Equipment
(1) One each of the following:
Computer with Keyboard, Sound Card, Monitor, Network Card, Windows,
NT Server, Network Hub, Surge Protection, Cable, Modem, Manual
Hardware
One each of the following:
XXXX0X, XX0000, Fusion 2.0 for NT, G.723.1, H.323 Stack
Other Hardware and Qty
2 AG-T1+RT2 Cards
48 G.723.1 runtime
48 H.323 runtime
Software
MultiCom Software
TrueConnect Switch Software
PCAnywhere Software
Shipping and handling
Cost will vary.
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Appendix E
TrueConnect Gateway
E-1 Applications Sale and Price Sheet
Description
For use in most International Locations.
Each TrueConnect Gateway is set up with (2) E-1 Cards and has capacity to
hold (4) E-1 Cards. Each card should be able to handle 250,000 minutes per
month. To insure optimum performance, IPVoice recommends that you DO NOT
operate your Gateways with (4) Cards. As minutes grow Gateway, can be added
to support growth.
Sales Price:
First TrueConnect Gateway
TrueConnect Gateway Adds
E-1 Cards
Licensing Fees for MultiCom
Set up Fee of $5000.00
Monthly Fee of $5000.00 or $0.0025 per call record (which is ever greater)
Equipment
One each of the following:
Computer with Keyboard, Sound Card, Monitor, Network Card, Windows, NT
Server, Network Hub, Surge Protection, Cable, Modem, Manual
Hardware
One each of the following:
XXXX0X, XX0000, Fusion 2.0 for NT, G.723.1, H.323 Stack
Other Hardware and Qty
2 AG-E1+RT2 Cards
60 G.723.1 runtime
60 H.323 runtime
Software
MultiCom Software
Shipping and handling
Cost will vary.
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TruePartner Joint Venture Agreement
Appendix F
TrueConnect System/Site Requirements
Last Revised: 10/23/98
This document outlines the system and site requirements needed to install and
operate a TrueConnect Internet Telephony Gateway.
Primary Gateway Hardware (Provided by IPVoice):
Chassis: 19" Rack Mountable
CPU: Intel 266Mhz CPU with 64 MB Ram
Disks: 3-5GB Hard Disk with CD-ROM
PSTN: IPVoice T1/E1/ Analog Interface Card
VoIP: IPVoice PSTN/VoIP Translator Card
Software Configuration (Provided by IPVoice):
Windows NT 4.0 Server
TrueConnect Call Control v1.0
MultiCom Billing v3.3 Access Included
Optional Components:
Additional IPVoice T1/E1/PSTN Interface cards
Site Requirements (Provided by TruePartner):
T1/E1 to the local PSTN for local termination/origination (bi-directional)
Dedicated connection to the Internet Backbone (High Bandwidth)
10/100Base-T Ethernet connection Cable
Dedicated IP Address for the TrueConnect Gateway
Dedicated Phone Line at Install Site (for emergency access to gateway)
8-Port 10-Base-T Hub (If required by ISP)
Uninterruptable Power Supply (UPS)
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Appendix G
Pre Installation Testing Procedures
o1. Customer must aquire a facility providing both Internet connectivity and
PSTN connectivity
o2. Customer must obtain a unique IP Address for the TrueConnect Gateway
o3. Customer must provide the IP Address of the Gateway to IPVoice
o4. Customer must provide the IP Address of the router that will be used for
the gateway
o5. Customer must conduct latency testing and transmit this data to IPVoice
o6. Customer must obtain Internet access from their office. (Dial-Up or LAN)
Latency Testing
o1. Customer must set up a computer at the facility using the
IP address for the Gateway
o2. Run the "ping" utility continuously for a period no less than 72 hours.
(Target IP Address for the ping is: 204.181.36.24)
o3. Send the output to IPVoice
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Appendix H
Beta Testing Fuctionality Checklist
MULTICOM
1. Remote Access via Procomm 3.+
(Requires Internet Connection from Office Site)
2.Customer Management
3.Customer Invoicing
4.Agent Management
5.Account Management
6.System Reports (printing requires HP III compatible Laser Printer)
7.Real-Time Traffic Information
8.Debit Card Creation and Management
9.Rate Table Management
TRUECONNECT GATEWAY
1.Receive and Authorize Inbound Customer Calls
2.Terminate Customer Calls
3.Rate Calls and Debit Customer Accounts
4.Basic Voice Prompts (English)
Confidential /s/ JAL
03/01/99
