AGREEMENT
This Agreement, dated as of April 25, 1990, is made and entered into by and
between World Communications, Inc., a New York corporation ("WorldCom"), and
Startec, Inc., a Maryland corporation ("Customer").
Recitals
A. WorldCom is in the business of providing domestic and international
telecommunications services.
B. Customer desires that WorldCom provide certain private line
communications circuits ("Circuits") and floor space in WorldCom's offices in
Washington, D.C. for Customer's Xxxxxxxxx Xxxxxxx DC0-XX xxxxxxx switch
described more fully in Exhibit A to this Agreement (the "Equipment"). Customer
also desires to route certain telecommunications originating outside the United
States which have destinations within the United States ("Return Traffic")
through WorldCom's telecommunications switching equipment in New York, New York.
C. WorldCom desires to provide these Circuits and floor space for the
Equipment, and to have Return Traffic routed through its telecommunications
switching equipment in New York, on the terms set forth in this Agreement.
Terms
For good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows.
1. Circuits.
(a) Provision of Initial Circuits. At Customer's request, Worldcom
shall provide for Customer up to six (6) international voice-grade analog half
Circuits from Washington, D.C. to New Delhi and/or Bombay, India (the "Initial
Circuits"). The initial term for each Initial Circuit shall be for a period of
two (2) years beginning on the date that WorldCom notifies Customer in writing
that such Initial Circuit is ready for service (the "Initial Circuit Start
Date"). Following the
expiration of the initial term for an Initial Circuit, WorldCom shall continue
to provide such Initial Circuit for additional one-year terms, unless either
party notifies the other party in writing, at least forty-five (45) days before
the beginning of the applicable renewal term, of its desire to terminate
WorldCom's provision of such Initial Circuit. The initial and renewal terms for
an Initial Circuit are referred to herein collectively as the "Initial Circuit
Term."
(b) Deposit. Upon execution of this Agreement, Customer shall deposit
the sum of nine thousand dollars ($9,000) with WorldCom as security for payment
by Customer of all charges under this Agreement (including, without limitation,
charges relating to the Circuits, Equipment and Return Traffic). WorldCom shall
return the deposit to Customer on the first day of the thirteenth full calendar
month following the Initial Circuit Start Date of the first Initial Circuit
placed in service, provided Customer is not then in default under this
Agreement; otherwise, the deposit shall be returned to Customer upon termination
of this Agreement. The deposit shall accrue interest at the rate of six and
one-half percent (6.5%) per annum. Accrued interest shall be payable upon return
of the deposit.
(c) Charges For Initial Circuits. Customer shall pay to WorldCom for
each Initial Circuit a monthly charge of three thousand dollars ($3,000) for
each month during the Initial Circuit Term for such Initial Circuit; provided,
however, that one-half of these monthly charges with respect to the first four
(4) Initial Circuits placed in service may be deferred by Customer until the
first day of the seventh full calendar month following the Initial Circuit Start
Date for the first Initial Circuit placed in service, at which time Customer
shall commence payment of all such deferred charges in twelve (12) consecutive
equal monthly installments plus interest on such deferred charges at the rate of
ten percent (10%) per annum from the date such deferred charges would have been
due but for Customer's right to defer them. With respect to each Initial
Circuit, the monthly charges for the first and last months of the applicable
Initial Circuit Term shall be prorated based on the number of days during the
first or last month, as applicable, which fall within the Initial Circuit Term
for such Initial Circuit. The first monthly charge for an Initial Circuit shall
be payable on the applicable Initial Circuit Start Date and thereafter the
monthly charges for such Initial Circuit shall be payable in advance on the
first day of each calendar month.
(d) Conversion to Digital Circuits. At Customer's request, WorldCom
shall convert the Initial Circuits from analog Circuits to their digital
equivalent. Upon conversion, the monthly charges for the Initial Circuits shall
be adjusted to
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reflect WorldCom's then current monthly charges for the digital equivalent of
the analog Initial Circuits reduced by a discount comparable to the discount
provided to Customer on the analog Initial Circuits. In all other respects
payment of the monthly charges for the Initial Circuits shall be as set forth in
paragraph (c) above (except that there shall be no additional deferral of
charges as a result of the conversion from analog Circuits to their digital
equivalents).
(e) Termination of Initial Circuits. Customer may terminate WorldCom's
provision of an Initial Circuit at any time during the first two (2) years
following the Initial Circuit Start Date for such Initial Circuit upon
forty-five (45) days' advance written notice to WorldCom, provided that Customer
pays to WorldCom on or before the effective date of termination a termination
charge equal to forty-five (45) days' of monthly charges for such Initial
Circuit at the then effective rate, which termination charge shall be in
addition to the forty-five (45) days' of monthly charges payable under Section
2(c) for the period between the date of Customer's notice of termination and the
effective date of termination. Customer shall not incur a termination charge
solely as a result of converting an Initial Circuit from an analog Circuit to
its digital equivalent.
(f) Additional Circuits. At Customer's request, WorldCom shall provide
additional Circuits (analog or digital) to Customer ("Additional Circuits"). A
description of each Additional Circuit, together with the targeted start date,
the term and the applicable installation, monthly and termination charges, shall
be set forth on a Schedule to be signed by WorldCom and Customer in
substantially the form attached as Exhibit B to this Agreement.
(g) Adjustments to Monthly Charges. WorldCom reserves the right to
increase the monthly charges for any Initial Circuit or Additional Circuit
effective at any time beginning after the expiration of the initial term during
which WorldCom has agreed to provide such Initial Circuit or Additional Circuit,
as applicable, upon at least forty-five (45) days' advance written notice to
Customer. Notwithstanding anything to the contrary in this Agreement, if
Customer objects to any such price increase, Customer shall have the right to
terminate WorldCom's provision of the Initial Circuit or Additional Circuit, as
applicable, by so notifying WorldCom in writing on or before the date the price
increase is to become effective.
(h) Third Party Charges. Except as set forth below, Customer shall be
responsible for paying all charges of PTTs and other third parties relating to
the installation or use of Initial Circuits and/or Additional Circuits,
including, without
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limitation, charges for local access lines, interexchange circuits and
equipment. In the event that WorldCom pays any such charges on behalf of
Customer, Customer shall reimburse WorldCom within thirty (30) days after the
date of any WorldCom invoice for such charges. WorldCom agrees to provide local
access from 0000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. to its technical operating
center at 0000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. free of charge.
2. Equipment.
(a) Provision of Floor Space. WorldCom shall provide floor space for
the Equipment at its technical operating center at 0000 X Xxxxxx, X.X.,
Xxxxxxxxxx, X.X. (the "Site") for an initial term of five (5) years beginning on
the date WorldCom notifies Customer in writing that it has completed the
necessary Site preparation work (the "Equipment Start Date"). The parties have
set a target date for the completion of Site preparation work of May 15, 1990.
Following the expiration of the initial term, WorldCom shall continue to provide
floor space for the Equipment for additional one-year terms, unless either party
notifies the other party in writing, at least forty-five (45) days before the
beginning of the applicable renewal term, of its desire to terminate WorldCom's
provision of floor space for the Equipment. The initial and renewal terms for
the provision of floor space at the Site for the Equipment are referred to
herein collectively as the "Equipment Term."
(b) WorldCom Responsibilities. In connection with its provision of
floor space at the Site for the Equipment, WorldCom shall do the following at
its own expense:
(i) WorldCom shall prepare the Site for installation of the
Equipment in accordance with a floor plan layout to be mutually agreed
to with Customer. WorldCom shall use reasonable efforts to complete
Site preparation work by May 15, 1990, but shall not be liable to
Customer for failure to meet this target date.
(ii) WorldCom shall furnish power, air conditioning and fire
protection for the Equipment to the same standards as it applies to
its own equipment at the Site.
(iii) WorldCom shall furnish cleaning and security (i.e.
controlling access to WorldCom facilities and the Equipment) services
at the Site.
(iv) WorldCom shall provide up to two (2) hours of maintenance on
the Equipment per month, such
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maintenance to be limited, however, to reporting to Customer any
irregularity in the Equipment observed by WorldCom. WorldCom shall
have the right, but not the obligation, to inspect the Equipment to
detect irregularities and shall not be liable to Startec under any
circumstance for failure to observe any irregularity. At its sole
discretion, WorldCom may take any reasonable measures if either
WorldCom property or personnel is endangered or threatened by the
Equipment.
(v) WorldCom shall permit designated employees of Customer to
have access to the Equipment twenty-four (24) hours per day every day
of the year for the purpose of operating the Equipment.
(vi) WorldCom shall permit authorized maintenance contractors and
Customer personnel access to the Equipment during normal business
hours for the purpose of installing, maintaining and repairing the
Equipment, provided these visits, except in cases of an emergency, are
scheduled in advance with WorldCom.
(vii) In the event any employee, agent, contractor, subcontractor
or other representative of Startec fails to adhere to a standard of
conduct that WorldCom imposes on its own personnel at the Site,
WorldCom may so notify Customer and Customer shall cause such person
to be replaced.
(c) Customer Responsibilities. In connection with WorldCom's provision of
floor space at the Site for the Equipment, Customer shall do the following at
its own expense:
(i) Customer shall arrange for the shipping and delivery to the
Site, rigging into place, unpacking, installing, testing, cutting over
and subsequent operation of the Equipment.
(ii) Customer shall arrange for all preventive and corrective
maintenance of the Equipment.
(iii) Customer shall provide WorldCom with a listing of
authorized maintenance contractors and Customer personnel who will be
visiting the Site to install the Equipment and perform maintenance
services. Customer shall update this list as required. Except as may
be required due to an emergency, Customer shall schedule all visits in
advance with WorldCom.
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(iv) Customer shall install only Equipment which will, at a
minimum, meet the type-approval standards set by Underwriters
Laboratories and will not create objectionable conducted or radiated
radio frequency interference or safety hazards of any kind. By
executing this Agreement, WorldCom indicates its approval of
installation of the Equipment listed in Exhibit A.
(v) Customer shall notify WorldCom in writing in advance of any
exchange, removal or delivery of new or additional Equipment to the
Site. Such notification must include detailed space, power and air
conditioning requirements of the Equipment to be installed. Customer
must obtain WorldCom's prior written approval for installation of new
or additional Equipment. In the event new or additional Equipment is
to be installed, the monthly charges set forth in paragraph (d) below
may be adjusted by WorldCom to reflect any additional space, power or
air conditioning requirements. WorldCom shall not unreasonably
withhold approval of the installation of new or additional Equipment
at the Site.
(vi) Customer shall provide or arrange for the removal of all
Equipment, and reimburse WorldCom for reasonable costs of restoring
the Site to the condition it was in immediately prior to the
installation of the Equipment, reasonable wear and tear excepted, at
the expiration or termination of the Equipment Term. The monthly
charges set forth in paragraph (d) below shall continue until all
Equipment is removed from the Site.
(vii) Customer shall ensure that its officers, employees, agents,
contractors, subcontractors licensees and other representatives
(collectively, "Representatives") install, test, maintain and operate
the Equipment in a manner which will not adversely affect WorldCom's
ability to provide its other customers with the services and
assistance they are usually accorded.
(viii) With respect to all work performed by any of its
Representatives, Customer shall ensure that these Representatives
comply with all applicable laws and regulations of the Federal
government and of the jurisdictions in which such work is being
performed (including, without limitation, Workmen's Compensation,
Social Security Act and unemployment insurance).
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(ix) Customer shall ensure that its Representatives comply with
all WorldCom security and safety regulations when on the Site.
(x) Customer shall obtain and maintain any and all permits,
licenses and regulatory approvals required for the installation,
maintenance, repair and operation of the Equipment at the Site.
(d) Monthly Charges. Customer shall pay to WorldCom a monthly charge of one
thousand two hundred fifty dollars ($1,250) for each month during the Equipment
Term; provided, however, that these monthly charges may be deferred by Customer
until the first day of the seventh full calendar month following the Equipment
Start Date, at which time Customer shall commence payment of all such deferred
charges in twelve (12) consecutive equal monthly installments plus interest on
such deferred charges at the rate of ten percent (10%) per annum from the date
such deferred charges would have been due but for Customer's right to defer
them. The monthly charges for the first and last months of the Equipment Term
shall be prorated based on the number of days during the first or last month, as
applicable, which fall within the Equipment Term. The first monthly charge shall
be payable on the Equipment Start Date and thereafter monthly charges shall be
payable in advance on the first day of each calendar month.
(e) WorldCom Lease. Customer acknowledges that its use of the Site is
subject to the terms and conditions of the 1828 L Street Office Lease Agreement,
dated as of May 15, 1984, as amended (the "Lease"), between ITT World
Communications, Inc. and 1828 L Street Associates, Inc. (the "Landlord"), as
assigned to WorldCom by Assignment of Lease dated April 24, 1989. Customer shall
abide by, and shall ensure that its Representatives abide by, the terms and
conditions of the Lease relating to the use and occupancy of the Site. Customer
shall not take, and shall ensure that its Representatives do not take, any
action that would result in a default by WorldCom under the Lease. WorldCom's
obligations under this Section 2 are subject to WorldCom obtaining any necessary
consents from the Landlord to the arrangements contemplated herein. In addition,
the Lease is scheduled to expire April 30, 1994. If for any reason WorldCom does
not obtain an extension of the Lease, or the Lease otherwise terminates during
the Equipment Term, WorldCom shall have the right to terminate its obligations
under this Section 2, effective as of the date the Lease expires or terminates
and without liability to Customer, by giving written notice of termination to
Customer. If practicable, WorldCom shall give Customer at least thirty (30)
days' advance written notice of termination.
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3. Return Traffic.
At all times during the term of this Agreement in which WorldCom's
charges are competitive with its Major Competitors (as defined below), Customer
shall route all Return Traffic which Customer handles or for which it is
entitled to receive compensation to WorldCom's telecommunications switching
equipment in New York, New York. WorldCom shall then route the Return Traffic to
its ultimate destination within the United States. Customer shall pay WorldCom
for routing the Return Traffic to the ultimate destination within the United
States at WorldCom's then current rates. WorldCom shall invoice Customer for
these charges on a monthly basis. Payment shall be due within thirty (30) days
of the date of any WorldCom invoice. As used in this Agreement, the term "Major
Competitors" refers to MCI, U.S. Sprint, AT&T and other U.S. communications
common carriers.
4. Right of First Refusal.
Customer grants to WorldCom a right of first refusal for a period of
two (2) years from the date of this Agreement to provide to Customer any and all
international private line traffic and Return Traffic (including domestic
delivery of Return Traffic) (collectively, "Telecommunications Services") which
Customer proposes to have a third party provide to Customer. Customer shall
notify WorldCom in writing of the name and address of the third party and the
terms on which the third party is willing to provide the Telecommunications
Services requested by Customer. WorldCom shall have thirty (30) days from
receipt of this notice in which to notify Customer in writing of its election to
provide the same or substantially equivalent Telecommunications Services on
terms not less favorable than those set forth in Customer's notice. If WorldCom
fails to make this election, the right of first refusal granted to WorldCom
shall lapse with respect to the proposed transaction (but not as to any other
transactions), and Customer shall be free to enter into the proposed transaction
with the third party on terms not more favorable to the third party than the
terms set forth in Customer's notice. If Customer and the third party do not
execute a final written agreement covering the proposed transaction within
ninety (90) days after the expiration of the period within which WorldCom must
make its election, Customer may not enter into the proposed transaction without
again offering WorldCom, in the manner set forth above, the right to provide the
proposed Telecommunications Services.
5. Term.
The term of this Agreement shall commence on the date first above
written and, unless sooner terminated pursuant to
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Section 10, shall expire on the latest to occur of (a) the date on which
WorldCom no longer provides any Circuits for Customer, (b) the date on which
WorldCom no longer provides floor space for the Equipment and all Equipment is
removed from the Site, or (c) two (2) years after the date of this Agreement.
6. Warranties and Liability Limitations.
WORLDCOM WARRANTS THAT IT WILL PERFORM ITS OBLIGATIONS UNDER THIS
AGREEMENT IN A PROFESSIONAL AND WORKMANLIKE MANNER. THE FOREGOING WARRANTY IS IN
LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED RELATING TO THE CIRCUITS, THE
SITE, THE HANDLING OF RETURN TRAFFIC OR ANY OTHER PRODUCTS OR SERVICES TO BE
PROVIDED BY WORLDCOM UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE
WARRANTY OF MERCHANTABILITY AND THE WARRANTY OF FITNESS FOR A PARTICULAR
PURPOSE. ANY LIABILITY OF WORLDCOM ARISING OUT OF THIS AGREEMENT SHALL NOT
EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER UNDER THIS AGREEMENT DURING THE SIX (6)
MONTH PERIOD IMMEDIATELY PRIOR TO THE ACT OR EVENT GIVING RISE TO THE LIABILITY.
IN NO EVENT SHALL WORLDCOM BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR SPECIAL,
INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION
WITH THIS AGREEMENT, WHETHER IN CONTRACT OR TORT, EVEN IF WORLDCOM HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7. Indemnification, Insurance and Risk of Loss.
(a) Indemnification. Customer shall protect, indemnify and save
WorldCom harmless from and against all costs and expenses (including, without
limitation, interest and reasonable attorneys' fees), liabilities, losses,
damages, injunctions, suits, actions, fines, penalties, claims and demands of
every kind and nature whatsoever (collectively, "Liabilities"), by or on behalf
of any person, party, governmental authority or other entity (including, without
limitation, all persons claiming by, through or under Customer), in any way
arising out of (i) the use of the Site by Customer or any of its
Representatives, (ii) any failure by Customer or any of its Representatives to
perform or observe any of the agreements, terms, covenants or conditions of this
Agreement to be performed or observed by Customer, or (iii) the use, operation
or handling of any Circuits, Equipment or Return Traffic unless the Liabilities
arise solely out of the willful act or gross negligence of WorldCom. If any
claim is made, or any action or proceeding is brought against WorldCom, by
reason of any of the matters described above, Customer, upon request, shall, at
Customer's sole cost and expense, resist and defend such claim, action or
proceeding, or cause the same to be resisted and defended, by counsel designated
by Customer and approved by WorldCom in its reasonable judgment. Customer or its
counsel
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shall keep WorldCom fully apprised at all times of the status of such defense
and shall not settle same without the written consent of WorldCom.
(b) Insurance. Customer shall name WorldCom as an additional insured
on its public liability insurance policy affecting the Site effective as of the
date Customer moves any Equipment to the Site. Customer shall maintain such
public liability insurance policy with respect to the Site in amounts of at
least $3,000,000 for injury or death for each occurrence, and property damage of
at least $1,000,000, and keep such policy in effect until all Equipment is
removed from the Site. The insurance policy (i) shall include a waiver of the
insurer's right of subrogation against WorldCom, and (ii) shall contain the
agreement of the insurer that the policy will not be cancelled without at least
thirty (30) days' prior written notice to WorldCom and that the acts or
omissions of one insured will not invalidate the policy as to the other
insureds. At WorldCom's request, Customer shall deliver certificates evidencing
such insurance to WorldCom. In addition, the Equipment shall be added as a rider
to WorldCom's casualty insurance. Customer shall pay to WorldCom two hundred
fifty dollars ($250) per month from the Equipment Start Date until the Equipment
is removed from the Site to have the Equipment so added as a rider to WorldCom's
policy. The monthly charges for the first and last months shall be prorated. The
first monthly charge shall be payable on the Equipment Start Date and thereafter
monthly charges shall be payable in advance on the first day of each calendar
month.
(c) Risk of Loss. Customer shall bear all risk of loss, damage or
destruction with respect to the Equipment except to the extent such loss, damage
or destruction is caused solely by the willful act or gross negligence of
WorldCom.
8. Dispute Resolution.
All disputes between WorldCom and Customer relating to this Agreement
which cannot be resolved through direct negotiations between the parties shall
be settled by arbitration in Washington, D.C. pursuant to any rules then in
effect of the American Arbitration Association. Any award rendered shall be
final and conclusive upon both parties and a judgment thereon may be enforced in
any court having jurisdiction. All costs and expenses, including reasonable
attorneys' fees, which each party incurs in settling a dispute by arbitration
shall be borne by whoever is determined to be liable in respect of such dispute.
Except where clearly prevented by the subject matter of the dispute, each party
shall continue performing its respective obligations under this Agreement while
the dispute is being resolved.
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9. Authorized Representatives.
Except for duly appointed officers, the following are the only
representatives authorized to sign contractual documents and orders pertaining
to this Agreement. Either party hereto may add or substitute others for those
named below by written notice.
STARTEC, INC.: Hari Pani
President
0000 Xxxxx Xxxx Xxxx
Xxxxxxxx, XX 00000
WORLD COMMUNICATIONS, INC.: Xxxxxx Xxxxxxxx
V.P. Marketing & Sales
00 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
10. Termination.
Either party may terminate this Agreement by giving written notice of
termination to the other party within sixty (60) days after the occurrence of
any of the following events:
(a) the other party fails to perform or observe any material term,
condition or agreement to be performed or observed by it hereunder (including,
without limitation, the payment of amounts owed under this Agreement) and fails
to cure the same within ten (10) days after notice thereof, provided that the
other party shall be permitted to cure any particular type of default only
twice;
(b) the other party ceases doing business as a going concern, makes an
assignment for the benefit of creditors, admits in writing its inability to pay
its debts as they become due, files a voluntary petition in bankruptcy, is
adjudicated a bankrupt or an insolvent, files a petition seeking for itself any
reorganization, arrangement, composition, readjustment, liquidation, dissolution
or similar arrangement under any present or future statute, law or regulation or
files an answer admitting the material allegations of a petition filed against
it in any such proceeding, consents to or acquiesces in the appointment of a
trustee, receiver, or liquidator of it or of all or any substantial part of its
assets or properties, or if it or its shareholders shall take any action looking
to its dissolution or liquidation; or
(c) within sixty (60) days after the appointment without the other
party's consent or acquiescence of any trustee, receiver or liquidator of it or
of all or any substantial part of its assets and properties, such appointment
shall not be vacated.
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(d) immediately upon termination of this Agreement, Customer shall pay
to WorldCom any amounts owed to WorldCom through the termination date and remove
any Equipment then at the Site in accordance with Section 2(c)(vi), and WorldCom
shall cease providing the Circuits and handling any Return Traffic.
11. General Provisions.
(a) Independent Contractors. The parties to this Agreement are
independent contractors. Neither party is an agent or representative of the
other party. Neither party shall have any right, power or authority to enter
into any agreement for or on behalf of, or incur any obligation or liability of,
or to otherwise bind, the other party. This Agreement shall not be interpreted
or construed to create an association, joint venture or partnership between the
parties or to impose any partnership obligation or liability upon either party.
Notwithstanding anything to the contrary in this paragraph, Customer shall be
responsible for paying all charges of PTTs and other third parties in accordance
with Section l(g) irrespective of whether Customer or WorldCom arranges for the
services giving rise to such charges.
(b) Notices. Any notice, approval, request, authorization, direction
or other communication under this Agreement shall be given in writing and shall
be deemed to have been delivered and given for all purposes (i) on the delivery
date if delivered personally to the party to whom the same is directed, (ii) on
the date received if sent by facsimile or express courier, or (iii) two (2)
business days after the mailing date, whether or not actually received, if sent
by registered or certified mail, return receipt requested, postage and charges
prepaid, addressed as follows:
If to Customer: Startec, Inc.
0000 Xxxxx Xxxx Xxxx
Xxxxxxxx, XX 00000
Attn: Mr. Hari Pani
If to WorldCom: World Communications, Inc.
00 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xx. Xxxxxx Xxxxxxxx
Either party may change its address specified above by giving the other party
notice of such change in accordance with this paragraph.
(c) Nonwaiver. The failure of either party to insist upon or enforce
strict performance by the other party of any
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provision of this Agreement or to exercise any right under this Agreement shall
not be construed as a waiver or relinquishment to any extent of such party's
right to assert or rely upon any such provision or right in that or any other
instance; rather, the same shall be and remain in full force and effect.
(d) Survival. All provisions of this Agreement which may reasonably be
interpreted or construed as surviving the completion, expiration, termination or
cancellation of this Agreement, shall survive the completion, expiration,
termination or cancellation of this Agreement.
(e) Entire Agreement. This Agreement sets forth the entire agreement,
and supersedes any and all prior agreements, of the parties with respect to the
transactions set forth herein. Neither party shall be bound by, and each party
specifically objects to, any term, condition or other provision which is
different from or in addition to the provisions of this Agreement (whether or
not it would materially alter this Agreement) and which is proffered by the
other party in any correspondence or other document, unless the party to be
bound thereby specifically agrees to such provision in writing.
(f) Amendment. No change, amendment or modification of any provision
of this Agreement shall be valid unless set forth in a written instrument signed
by the party to be bound thereby.
(g) Payments. All payments under this Agreement shall be made in U.S.
dollars. Any payments not received by the due date shall bear interest at the
annual rate of eighteen percent (18%) or the maximum rate permitted by law,
whichever is less, from the due date until paid in full.
(h) Taxes. Customer shall assume responsibility for, and hold WorldCom
harmless from, all taxes, duties and similar liabilities related to the
Equipment and the Circuits under any present or future tax laws, except for
taxes based on WorldCom's net income.
(i) Implementation. Each party shall take such action (including, but
not limited to, the execution, acknowledgment and delivery of documents) as may
reasonably be requested by any other party for the implementation or continuing
performance of this Agreement.
(j) Successors and Assigns. Neither party shall assign (voluntarily,
by operation of law or otherwise) this Agreement or any right, interest or
benefit under this Agreement without the prior written consent of the other
party, except that
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WorldCom may assign or transfer this Agreement, in whole or in part, to any of
its affiliates or to any successor or to that part of its business to which this
Agreement relates. Subject to the foregoing, this Agreement shall be fully
binding upon, inure to the benefit of and be enforceable by the parties hereto
and their respective successors and assigns.
(k) Severability. In the event that any provision of this Agreement
conflicts with the law under which this Agreement is to be construed or if any
such provision is held invalid by a court with jurisdiction over the parties to
this Agreement, such provision shall be deemed to be restated to reflect as
nearly as possible the original intentions of the parties in accordance with
applicable law, and the remainder of this Agreement shall remain in full force
and effect.
(l) Applicable Law. This Agreement shall be interpreted, construed and
enforced in all respects in accordance with the laws of the District of
Columbia.
(m) Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed an original and all of which together shall constitute
one and the same document.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
CUSTOMER: STARTEC, INC.
By: /s/
Title: _____________________
WORLDCOM: WORLD COMMUNICATIONS, INC.
By: /s/
Title: _____________________
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