Exhibit 10.14
MEMORANDUM OF UNDERSTANDING
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This Memorandum of Understanding confirms that ConnectSoft Communications
Corporation ("ConnectSoft"), a Delaware corporation with business addresses at
0000 XX 00xx Xxxxx, Xxxxx 000, Xxxxxxxx XX 00000, and Bell Communications
Research (Bellcore), a New Jersey corporation with business addresses at 000
Xxxxxx Xxxxxxx Xxxx, Xxx Xxxx, XX 00000-0000, (collectively, the Parties) intend
to negotiate and enter into one or more Binding Agreements (as hereinafter
defined) with respect to joing marketing and the provision of related software
and systems integration support services for FreeAgent -TM-, ConnectSoft's
proprietary unified, intelligent communications software system (the System).
The scope of these Binding Agreements shall include, but not be limited to the
following transactions and arrangements:
1) That the Parties shall jointly market Free Agent to major
telecommunications companies defined as Publicly Switched Telephone Network
(P.S.T.N.) access providers, irrespective of whether such access is via
wireline, wireless or Internet service provision, and irrespective of
whether such services are for local or long distance communications.
2) That the Territory for such activities shall be the world
telecommunications market without geographical limitation except as may be
limited by third party contract or by law.
3) That the joing-marketing activities shall be supported by the Parties and
shall include without limitation:
a) The sharing of booth space at exhibitions, trade show, conferences and
symposia.
b) The sharing of sales leads and prospects.
c) The provision of resources for sales and other related activities.
d) Cooperation in the completion of RFIs and RFPs.
e) Cooperation in the development of technical specifications and other
such documents.
f) The right to utilize logos and other marketing material for the
purposes of marketing.
4) That software support and systems integration services shall be provided at
the first level by Bellcore and at the second level by ConnectSoft and
shall include without limitation:
a) The implementation of FreeAgent in Bellcore's laboratory, for the
purposes of customer evaluation of the System.
b) Systems integration services, including but not limited to:
i) specification, analysis and design of customer implementations;
ii) installation management and related consulting services;
iii) software implementation services;
iv) development and implementation of system test procedures;
v) technical training.
c) Support services, including but not limited to:
i) on-site maintenance;
ii) implementation of software upgrades;
iii) office-hours on-site support;
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-TM- FreeAgent is a trademark of ConnectSoft Communications Corporation.
Bellcore - ConnectSoft Memorandum of Understanding 08/21/97 1
5) FEES. The Binding Agreements shall provide financial terms and conditions
that are mutually satisfactory. Financial terms and conditions shall be
negotiated and defined in detail in the Binding Agreements. Until such
time as a final and binding contract has been signed, the Parties shall
have no binding financial obligation one to the other.
6) PUBLICITY. The Parties shall have the right to publicly announce the
exist3ence of this Memorandum of Understanding and will determine the text
and timing of any public press releases or statements pertaining to this
Memorandum of Understanding, the Binding Agreements, and/or the
transactions contemplated thereby. The text of any such public press
release or statement shall be subject to approval by the Parties, which
approval shall not be unreasonably withheld or delayed.
7) CONFIDENTIALITY. The Parties acknowledge that they are bound under the
terms of a mutual Non-Disclosure Agreement signed by both parties dated
8/1//97. Until such time as a final binding agreement is singed, neither
party shall disclose to any third party, information regarding confidential
intellectual property, contractual arrangements or other terms and
conditions set forth in this Memorandum of Understanding, without the prior
written consent of the other.
8) NON-BINDING NATURE OF MEMORANDUM OF UNDERSTANDING. This letter constitutes
only a Memorandum of Understanding and a statement of our respective
present intentions regarding the arrangements contemplated herein and is
not intended to, nor shall it be deemed to be, a binding legal commitment.
Further, the transactions contemplated in this Letter of Intent are
specifically subject to an conditioned upon the execution and delivery of
acceptable written agreements, between the parties hereto that this letter
of Intent does not state all the essential terms and conditions of such
agreements. The parties hereto agree to promptly proceed in good faith to
arrive at such acceptable Binding Agreements upon execution hereof, and
will each use their best efforts to conclude such agreements within ninety
(90) days of the date of this Memorandum of Understanding.
9) All discussions and negotiations are subject to Bellcore's obligations
under the Telecommunications Act of 1996 (the Act). ConnectSoft
understands that Bellcore will only provide services or license software
products consistent with the limitations imposed by the Act. Bellcore will
not provide any services directed to the manufacture, including design, of
any telecommunications equipment or customer-premises equipment.
10) It is understood that any agreement which may be reached by the Parties is
subject to agreement in price, warranty, and other commercial terms and
conditions. It is also understood that any agreement which may be reached
by the Parties would be subject to all requisite managerial approvals. In
the event the parties fail to execute one or more contracts within ninety
(90) days, the parties agree to return all confidential information and all
copies (including internal copies) of such information to the disclosing
party, unless mutually agreed to in writing.
11) This Memorandum of Understanding shall be governed by and construed in
accordance with the laws of the State of New York. By entering into this
Memorandum of Understanding,
Bellcore - ConnectSoft Memorandum of Understanding 08/21/97 2
Bellcore is not subjecting itself to the jurisdiction of any court outside
the State of New York, and no claim or suit arising out of or related to
this Memorandum of Understanding shall be filed against Bellcore outside
the State of New York.
12) This Memorandum of Understanding contains our entire understanding with
regard to this matter, and this Memorandum may not be amended or changed
except in writing signed by both parties.
If this Memorandum of Understanding accurately sets forth our understanding with
respect to the matters set forth herein, please so indicate by executing the
enclosed copy of this letter and returning it to the undersigned, time being of
the essence/
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CONFIRMED AND AGREED CONFIRMED AND AGREED
this 21st day of August, 1997 this 21st day of August, 1997
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By: /s/Xxxxxx Xxxxxx By: /s/Xxxxx Xxxxxxxx
Name: Xxxxxx Xxxxxx Name: Xxxxx Xxxxxxxx
Title: President and Chief Title: General Manager
Executive Officer BELL COMMUNICATIONS RESEARCH, INC.
CONNECTSOFT COMMUNICATIONS
CORPORATION
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Bellcore - ConnectSoft Memorandum of Understanding 08/21/97 3
