SERVICE AGREEMENT
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This agreement made this 1st day of May, 1998, by and between ACCESS
COMMUNICATIONS, CORP. ("ACC") a corporation of the State of Delaware, and
FI-SCRIP, INC., a corporation of the State of Nevada ("end-user").
WHEREAS, ACC through and with affiliated companies, provides domestic and
international telecommunication services to preferred clientele, among which
services covered by this Service Agreement is the opportunity for end-user to
avail itself of long distance service as provided by ACC;
WHEREAS, end-user desires to designate ACC as its carrier of choice to
provide telecommunications services;
WHEREAS, Access desires to act as the carrier of choice for this purpose;
NOW, THEREFORE, in consideration of the promises set forth herein and good
and valuable consideration, receipt of which is hereby acknowledged, it is
mutually agreed as follows:
1. DUTIES OF ACC
ACC shall provide end-user a state-of-the-art network capable of providing
toll quality connections for long distance service and shall provide
end-user with reasonable detailed reports and monthly billing statements.
2. DUTIES OF END-USER
End-user shall make timely payments pursuant to the terms set forth in the
monthly billing statement. If end-user fails to make such payment within
sixty (60) days of the invoice date, ACC has the right to cancel service to
end-user.
3. RATES AND CHARGES
End-user shall be charged the following rate for Domestic Interstate calls
for Inbound and Outbound calls:
Dedicated Service: .0525 per minute
Switched Service: .09 per minute
Business Lines: NA per business line.
Intrastate calls vary by state, 24 hours a day, seven days a week.
4. TERM OF SERVICE AGREEMENT
This Service Agreement shall remain in effect for three (3) years from the
date first written above, unless it is earlier terminated by written notice
to ACC.
5. FORCE. MAJEURE
Any failure or delay in the performance by either party of its obligations
hereunder shall not be a breach of this Agreement if such failure or delay
results from any act of God, governmental action (whether in its sovereign
or contractual capacity), or any other circumstance beyond the control of
the party, including but not limited to unforeseeable weather conditions,
hurricane, earthquake, snowstorm, fire, flood, war, civil disorder,
epidemics, quarantines, or embargoes.
6. NOTICES
Any notices required by this Service Agreement shall be made in writing and
mailed by registered or certified mail, return receipt requested, or faxed
and addressed to:
If to End-user:
Fi-Scrip, Inc.
0000 Xxxxxxx Xxxx.
Xxxxx 000
Xxxxxxx, XX 00000
Tel: (000) 000-0000
Fax:( )
Attention: Xxxxxx X. Xxxx
President
If to Access Communications, Corp.:
0000 Xxxx Xxxxxxx Xxxx Xxxx.
Xxxxx 000
Xxxx Xxxxxxxxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
Attention: Xxxxxx Xxxxxxx
Vice President of Sales
Either party, by notice to the other, may designate another address or
addressee to which notice must be sent.
7. ASSIGNMENT
End-user shall not and is expressly prohibited from assigning or
transferring this agreement or the rights and obligations hereunder without
the prior written consent of Access.
8. GOVERNING LAW, JURISDICTION AND ATTORNEYS' FEES
This Agreement shall be governed by and construed in accordance with the
laws of the State of Florida. For any and all actions under this Agreement,
the venue shall be in Broward County, Florida. Any and all disputes arising
under or in connection with this Agreement shall be settled by binding
arbitration under the jurisdiction of the American Arbitration Association.
If either party employs attorneys to enforce any rights arising, out of or
relating to this Agreement, the prevailing party shall be entitled to
recover its reasonable attorneys' fees, costs and other expenses.
9. ENTIRE AGREEMENT
Upon execution by the parties, this Agreement along with any exhibits,
shall constitute the entire Agreement between the parties with respect to
the subject matter hereof and shall merge all prior and contemporaneous
communications. The Agreement can only be amended or modified by a written
agreement duly signed by the parties.
10. SEVERABILITY
If any provision of this Agreement shall be held by a court of competent
jurisdiction to be illegal, invalid or unenforceable, the remaining
provisions shall remain in full force and effect.
11. NO WAIVER
No waiver of any breach of any provision of this Agreement shall constitute
a waiver of any prior, concurrent or subsequent breach of the same or any
other provisions hereof, and no waiver shall be effective unless made in
writing and signed by an authorized representative of the waiving party.
12. SECTION HEADINGS
The section headings used in this Agreement and any attached exhibits are
intended for convenience only and shall not be deemed to supersede or
modify any provisions.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the date first written above.
Fi-Scrip, Inc Access Communications, Corp,
By: /s/ Xxxxxx X. Xxxx By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxx Xxxxxx X. Xxxxxxx
President Vice President of Sales
