TELEMATRIX
NETWORK ADMINISTRATION
AGREEMENT
This Network Administration Agreement is entered into this day of March 3,
1999. by Crys-TeI Telecommunications, Operator, with offices at #820 0000 X.
Xxxxxx Xx. Xxxxxxxxx and TeleMatrix, a division of Chiyoda Corporation, with an
address at 1-19-11 Dogenzaka 0-00 Xxxxxxx-xX. Xxxxx 000 Xxxxx.
WITNESSETH:
TeleMatrix and Crys-TeI currently operate and manage functioning, independent
Voice over Internet Protocol (VOIP) networks with capacity and connectivity
capable of terminating voice traffic worldwide.
Crys-TeI and TeleMatnx wish to interconnect their independent VoIP networks.
For the purpose of interconnection. Crys-Tel will deploy the necessary
equipment to the TeleMatrix Tokyo NOC.
Initially, Crys-Tel wishes to operate gateways on TeleMatrix' network, to be
managed by TeleMatrix for test purposes.
Crys-Tel and TeleMatrix are willing to grant each other a nonexclusive license
to use a portion of each other's network capacity for such purposes under the
terms and conditions contained herein.
In consideration of mutual promises and covenants hereinafter. TeleMatrix will
administer the network on behalf of Crys-Tel in accordance with the following
service, operating, and facility arrangements:
1.0 NETWORK ADMINISTRATION:
Until the networks can be tested, or until3hey are physically interconnected,
TeleMatrix will provide Call Processing Server (CPS) functions for any gateway
on the Network, specifically providing:
CALL ROUTING: TeleMatrix will determine the routing of any and all calls
transiting the Network.
CALL AUTHENTICATION: TeleMatrix will provide a means for authentication and will
issue Personal Identification Numbers (PINs) to Operator for test distribution.
CALL DETAIL RECORDS (CDR): TeleMatrix will provide complete CDR files containing
all calls for all accounts active during the prior billing period.
All Gateways, servers, routers or any other equipment that is to reside on the
Network are to be configured, maintained and managed by fully qualified staff to
the exact specifications as provided by TeleMatrix. TeleMatrix will not be
responsible for any installation, integration, configuration or upgrades of
hardware or software which constitutes any portion of the Operator's equipment,
or the equipment of any third party commissioned or contracted by the Operator.
It is agreed between the parties that all CPS functions listed above would be
managed by the Operator as soon a physical interconnect is possible in Tokyo.
2.0 PROVISIONING OF CONNECTIONS
Each party will be responsible for the provisioning of all PSTN, Internet
bandwidth connections and shall maintain adequate capacity and port availability
to accommodate this interconnection.
3.0 ANCILLARY SERVICES
Information and data need to be shared between each party's NOC. Each party
agrees that access to information regarding call routing, CDR, and other network
logs and functions will not be unduly withheld.
150
NETWORK ADMINISTRATION
AGREEMENT
Each Party will be solely responsible for maintenance of their equipment.
4.0 CHARGES; BILLING AND PAYMENT
It will be each party's responsibility to xxxx and collect the amount due from
the other party with respect to termination costs.
Each party will submit a monthly statement of accounts outlining all amounts
due, inclusive of fees, charges, taxes which may fall under the jurisdiction of
any and all agreements to which both parties have agreed. Such statement shall
also include all appropriate CDR as transmitted electronically. All bills are
to be paid by direct bank transfer in US$ in the amount and to the account
specified. Bills are due when issued and payable within thirty (30) days. Any
dispute or request for billing adjustment shall be made within thirty (30) days
of the invoice date.
BILLING AND PAYMENT:
----------------------
Parties shall pay for the Services at the rates and charges set out in the
attached Service Schedules and such other exhibits or attachments as may be
attached hereto and made a part hereof from time to time.
a) There is no security deposit required for the consummation of this
agreement. Each party reserves the right to request a deposit or to
suspend the agreement temporarily, or permanently in the event of
delayed or delinquent payment by the other party. Additionally either
party may request a deposit in the event that the terminated traffic
between the parties become increasingly disproportionate. In the event
that a security deposit is requested, either party may elect to provide
a Letter of Credit, in lieu of cash security deposit. Any Letter of
Credit must comply with the terms for a Letter of Credit as outlined
in Exhibit II
b) FRAUDULENT USAGE: Parties hereby agree to defend and indemnify each other
against any fraudulent use of Service. Any claims of fraud shall not
solely constitute valid justification for dispute of an Invoice.
Purchaser is solely responsible for all Services usage, allegedly
fraudulent or otherwise, and for all additional charges as may be
associated with such usage. Each party will monitor End-User call
activity for fraudulent use using the same procedures they use for its
own customers and in any condition of suspect fraud hereby agrees to
notify the other party immediately.
c) Rates and monthly recurring and other charges in this Agreement (and any
exhibit, attachment or schedule) at any time upon written notice to the
other party.
BILLING DISPUTES:
------------------
The Parties agree that time is of the essence for payment of all Invoices.
Purchaser has the affirmative obligation of providing written notice and
supporting documentation for any good faith dispute with an Invoice ("Dispute")
within 30 Business Days after Purchaser's receipt. Purchaser shall pay alt
disputed amounts, subject to resolution of the Dispute. Parties agree to use
reasonable efforts to resolve timely Disputes within 30 Business Days after its
receipt of the Dispute notice. The Parties agree to exercise all reasonable
efforts to resolve Disputes within the time frames established herein.
5.0 TERM AND TERMINATION
The term of this agreement is one year, commencing as of the date first written
above. Either party may terminate the agreement prior to the end of the current
term by providing the other party with 60 days' prior written notice.
151
NETWORK ADMINISTRATION
AGREEMENT
It is agreed that this Interconnect agreement is to include a test period which
is not to exceed 30 (thirty) days. While the test period may be concluded in
less than 30 days, both parties agree that any modifications or amendments to
this agreement will be to be completed prior to the end of the test period.
6.0 INDEMNIFICATION AND LIABILITY
Each party shall defend, indemnify, and hold harmless the other, its officers
and directors, employees, and agents from and against any and all lawsuits,
claims, demands, penalties, losses, fines, liabilities, damages, and expenses
(including attorney's fees) of any kind provided that this section shall not
apply to the extent that any injury, loss, or damage is caused by the gross
negligence or willful misconduct on the part of one specific party.
Except as expressly provided in this agreement, TeleMatrix makes no expressed or
implied representations, or warranties, including any warranties regarding
merchantability or fitness for a particular purpose.
Except as provided for above, under no circumstances shall either party be
liable to the other for special, incidental. indirect, consequential, or
similar damages.
7.0 FORCE MAJEURE
Neither party shall be responsible for delays or failures in performance
resulting from acts or occurrences beyond the reasonable control of such party,
regardless of whether such delays or failures in performance were foreseen or
foreseeable as of the date of this agreement, Including, without limitation:
fire, explosion, acts of God, war, revolution, civil commotion, or acts of
public enemies; any law, order, regulation, or ordinance of any government or
legal body; strikes; or delays caused by the other party or any circumstances
beyond the party's reasonable control. In such event, the party affected shall,
upon giving prompt notice to the other, be excused from such performance to the
extent of such interference. The affected party shall use its reasonable
efforts to avoid or remove the cause of non-performance.
8.0 ASSIGNMENT
This agreement may not be assigned by Operator except to a wholly owned
subsidiary or affiliate held under common control with Operator, without prior
written consent of both parties. TeleMatrix must receive at least 30 days to
consider such request, and agrees its consent will not be unreasonably withheld.
9.0 CONFIDENTIALITY
This agreement and all of the non-tariffed rates, terms, conditions, and other
information herein are confidential and shall not be disclosed by either party
to any other person, except as may be required by a court or government agency
acting in accordance with its jurisdiction. If either party discloses such
information to a person within said party's company on a need to know basis,
such person will be advised of the confidential and non-disclosable nature of
said information and required to abide thereby.
10.0 NOTICES
Any notice required or permitted to be given under this agreement by a party
shall be in writing and shall be delivered by hand, mail, national overnight
courier service or by fax if confirmed by telephone to the other party at the
address or phone numbers shown in Exhibit I or at such other address or phone
numbers as shall be designated from time to time.
Acknowledged as of the date first written above:
152
NETWORK ADMINISTRATION
AGREEMENT
TeleMatrix
Operator
By: ____________________ By: ____________________
153
NETWORK ADMINISTRATION AGREEMENT
EXHIBIT I
CONTRACT NOTICES
Crys-Tel Telecommunications TeleMatrix / Chiyoda Corporation
------------------------------ --------------------------------- --------------------------------
Contractual Notices Xxx Xxxxxxx CEO TeleMatrix / Chiyoda Corporation
Crys-Tel Telecommunications, Inc. Chiyoda Corporation
#820-1140 Xxxx Xxxxxx 0-00-00 Xxxxxxxxx 0X
Xxxxxxxxx, XX Xxxxxx Xxxxxxx-xx, Xxxxx 000-0000 XXXXX
Tel: 000-000-0000 Tel: 000-0000-0000
Fax: 000-000-0000 Fax: 000-0000-0000
Xxxxxx Xxx President Xxxxx Xxxxxxx, Vice President
Crys-TeI Telecommunications Inc TeleMatrix - USA
#820-1140 West Xxxxxx 0000 Xxxxxx Xxxxxx Xxxxx #000
Xxxxxxxxx, XX Xxxxxx Xxx Xxxxxxxxx, XX 00000-0000
Tel: 000-000-0000 Tel: (000) 000-0000
Fax: 000-000-0000 Fax: (000) 000-0000
email: Xxxxxx@Xxxx-XxX.xxx e-mail: xxxxxx@xxxxxxxxxx.xx.xx
------------------------------ --------------------------------- --------------------------------
INVOICING AND ACCOUNTS PAYABLE
------------------------------ --------------------------------- --------------------------------
Invoicing and Xxxxxxx Xxxxxxx Mere Higuchi and Xxxxxx Xxxxxxxx
Accounts Payable Crys-Tel Telecommunications Inc Chiyoda Corporation
#820-1140 Xxxx Xxxxxx 0-00-00 Xxxxxxxxx 0X
Xxxxxxxxx, XX Xxxxxx Xxxxxxx-xx, Xxxxx 000-0000 XXXXX
Tel: 000-000-0000 Tel: 00 0-0000-0000
Fax: 000-000-0000 Fax: 000-0000-0000
email: Xxxxxxx@Xxxx-XxX.xxx e-mail: xxxxxxxx@xxxxxxxxxx.xx.xx
------------------------------ --------------------------------- --------------------------------
CORPORATE COMMUNICATIONS
------------------------------ --------------------------------- --------------------------------
CORPORATE COMMUNICATIONS Xxxxxx Xxx President Xxxxx Xxxxxxx, Vice President
Crys-TeI Telecommunications Inc 0000 Xxxxxx Xxxxxx Xxxxx #000
#820-1140 West Xxxxxx Xxx Xxxxxxxxx, XX 00000-0000
Xxxxxxxxx, XX Xxxxxx Tel: (000) 000-0000
Tel: 000-000-0000 Fax: (000) 000-0000
Fax: 000-000-0000 e-mail: xxxxxx@xxxxxxxxxx.xx.xx
email: xxxxxx@Xxxx-XxX.xxx
------------------------------ --------------------------------- --------------------------------
Technical Contacts
------------------------------ --------------------------------- --------------------------------
Technical Contacts Xxxxxx Xxx President Xxxxx Xxxxxx
Crys-Tel Telecommunications Inc TeleMatrix
#820-1140 Xxxx Xxxxxx 0-00-00 Xxxxxxxxx 0X
Xxxxxxxxx, XX Xxxxxx Xxxxxxx-xx, Xxxxx 000 XXXXX
Tel: 000-000-0000 Tel: 000-0000-0000
Fax: 000-000-0000 Cellular: 0000-000-0000
Contact #1 email: xxxxxx@Xxxx-XxX.xxx Email: xx@xxx0.xxxxxx.xx.xx
Xxxxx Xxxxxxx, Vice President
TeIe Matrix - USA
0000 Xxxxxx Xxxxxx Xxxxx #000
Xxx Xxxxxxxxx, XX 00000-0000
Tel: (000) 000-0000
Fax: (000) 000-0000
Cellular: (000) 000-0000
Contact #2 e-mail: xxxxxx@xxxxxxxxx.xx.xx
------------------------------ --------------------------------- --------------------------------
154
NETWORK ADMINISTRATION AGREEMENT
EXHIBIT II
LETTER OF CREDIT INSTRUCTIONS
-----------------------------
Customer agrees that the terms and conditions set forth below are some of those
terms and conditions required to be contained in the Letter of Credit as
required prior to the effectiveness of the Agreement.
1. The Letter of Credit is to be issued and advised by a bank acceptable to
the creditor, in its sole determination, and may be required to be confirmed by
a bank chosen by the creditor, in its sole determination. The Letter of Credit
must be written in the English language and should be transmitted by
swift/tested telex.
2. The Letter of Credit is to be drawn in irrevocable form and subject to
the Uniform Customs and Practice for Documentary Credits, as published and
updated from time to time by the International Chamber of Commerce.
3. The beneficiary shall be shown to be:
4. The Letter of Credit is to be transferable and the proceeds of the Letter
of Credit are assignable.
5. The Letter of Credit is to be negotiable at the counter of any Japanese,
or U.S. bank.
6. The Letter of Credit shall be a clean standby Letter of Credit. The Letter
of Credit shall be payable at sight simply at the presentation of the
creditor's draft if accompanied by the creditor's signed and dated statement
containing one of the following representations:
(i) "The undersigned, an authorized officer of [name of Creditor]
hereby certifies that [name of Purchaser] has not paid invoice(s) for [name of
Creditor] telecommunications services; that written notice has been given to
[name of Purchaser]: that payment has not been received from [name of Purchaser]
or other source, and the subject payment is now seven (7) or more calendar days
past the due date" or
(ii) "The undersigned, an authorized officer of (name of Creditor]
hereby certifies that, although all or a portion of (name of Purchaser's)
indebtedness has been paid, the payment, or a potion thereof, was paid within
ninety (90) days of a petition filed by or against [name of Purchaser's) under
the Bankruptcy Code or a general assignment for the benefit of [name of
Purchaser's] creditors."
7. The invoice shall not be required to be approved by Customer.
8. The Letter of Credit shall be payable in U.S. currency.
9. The Letter of Credit shall be payable in full or a partial drawing. The
failure to make a drawing for a payment shall not, in and of itself, result in
the Letter of Credit ceasing to be available for future drawings. The Letter of
Credit shall state that it shall be replenished up to the full initial stated
amount each time there is a draw on the Letter of Credit.
10. The Letter of Credit shall state that all banking charges inside and
outside Japan, or the U.S. (including those of the issuing bank) are for the
sole account of the Account Party - the Purchaser. Such charges shall include
without limitation those charges for issuance, advising, amendment, transfer,
payment, assignment, confirmation and cancellation, and communication of all of
the same.
12. The expiration date shall be determined by the creditor and shall be no
less than fourteen months after the Effective Date of the Agreement. The
creditor may request Purchaser, and
155
NETWORK ADMINISTRATION AGREEMENT
EXHIBIT II
Purchaser shall comply, to extend or renew the Letter of Credit for an
additional period of time.
INVOICE AND DEMAND
------------------
Demand for Payment Under
[Letter of Credit Bank]
Letter of Credit No._______
[Full Name of Letter of Credit Bank]
[Full Address of Letter of Credit Bank)
Ladies and Gentlemen:
The undersigned, [the creditor], hereby demands payment under the
above-referenced Letter of Credit, and in connection therewith, certifies as
below. Any capitalized terms used herein and not defined herein shall have the
respective meanings set forth in such Letter of Credit.
[SELECT ONE OF THE TWO OPTIONS BELOW AND DELETE THE OTHERJFILL IN CUSTOMERNAME
AS INDICATED]
[1. The undersigned, an authorized officer of [name of Creditor] hereby
certifies that (name of Purchaser] has not paid invoice(s) for [name of
Creditor] telecommunications services: that written notice has been given
to [name of Purchaser]; that payment has not been received [name of Purchaser]
or other source, and the subject payment is now seven (7) or more calendar
days past the due date] or
[1. The undersigned, an authorized officer of [name of Creditor] hereby
certifies that, although all or a portion of [name of Purchaser's] indebtedness
has been paid, the payment, or a portion thereof, was paid within ninety (90)
days of a petition filed by or against [name of Purchaser's) under the
Bankruptcy Code or a general assignment for the benefit of [name of Purchaser]
creditors.
2. Payment of U.S. S________ is hereby demanded by [name of Creditor]
under the Letter of Credit. Please remit payment of such amount in immediately
available funds in accordance with the Letter of Credit and as set forth below:
Remittance Instructions:
-------------------------
[Name of the creditor's designated bank]
[Account and wire/swift instructions]
IN WITNESS WHEREOF, [name of Creditor] has executed and delivered this Invoice
and Demand as of the___, day of ___, 19___.
By: ________________________
Name: ______________________
Title: _____________________
156
International Termination Rates
Code Country Rate
---- -------------- -------
00 Xxxxx $0.1000
82 Korea $0.1800
00 Xxxxx x0.0000
000 Xxxx Xxxx $0.2850
000 Xxxxxx x0.0000
000 Xxxxxxxxx, XX $0.035
157
