SERVICE AGREEMENT
THIS SERVICE AGREEMENT (the "Agreement") is entered into this 21st of
December, 1999 between X X Services, Inc., a Nevada corporation (hereinafter
"JDS") with offices at 0000 X. 0000 X., Xxxx Xxxx Xxxx, XX 00000 , and Global
Link Telecom Corporation; GTS Holding Corp., Inc.; TelTime, Inc.; Network
Services System, Inc.; Network Services System, L.P.; GTS Marketing, Inc.;
Global Telecommunication Solutions, L.P.; Networks Around the World, Inc.; and
Centerpiece Communications, Inc. at 00 X. Xxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxx
Xxxxxx 00000, Fax 856-797- 3442, Phone 000-000-0000, Ext. 234 (Customer); and
the agreement shall extend month to month until either party gives 60 days
written notice to the other of their intent to cancel the agreement.
I. Service Commencement.
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Beginning on the above entered date, JDS shall provide telephone
communication services to Customer at the rates, terms and conditions described
below. Customer acknowledges that the rates listed in Exhibits "A" and "B" are
preferential rates. These rates are based on prompt payment on or before the due
date. Such rates are subject to adjustment.
II. Credit Limit.
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JDS will extend credit to Customer in the amount of Seven Hundred Fifty
Thousand Dollar and 00/100 ($ 750,000.00). At no time will the payments owed to
X X Services be allowed to exceed the credit amount. At such time that the
payments due exceed the credit limit amount, the Customer shall have two (2)
business days to make payment to JDS to reduce the balance. If Customer fails to
make within such time period, both parties agree that JDS is hereby authorized
to discontinue services without further order of the Bankruptcy Court.
(GH/LM Initials)
The parties agree that the credit terms provided for in this agreement
constitute an agreement to extend credit to the Debtors and is secured by a
first priority lien on the Debtors' assets as set forth on Exhibit "C" attached
hereto and fully incorporated by this reference. The Debtors will seek orders of
the Bankruptcy Court pursuant to Section 364 of the Bankruptcy Code granting
interim and final approval of this agreement and the credit terms contained
herein.
The credit terms of this agreement are subject to and shall become
effective upon issuance of an order of the Bankruptcy Court granting interim
approval of this agreement and the credit terms contained herein.
III. Rates & Commitments.
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Domestic rates will be charged as set forth in Exhibit "A". International
termination rates will be charged as set forth in Exhibit "B". All inbound calls
to Mexico and International destinations will be charged at a rate of $0.031 per
minute plus the termination cost. All billing will be in 30/6-second increments,
except Mexico, which will be billed in 1-minute increments. Customer
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will also be charge for calls made inbound to the switch, which don't connect.
These calls are called set-up fees. All rates are subject to change with 30 days
written notice.
IV. International Termination Disclaimer.
------------------------------------
Due to the variability of in-country telecommunications quality, the call
connection rate on international calls can be as low as 15-20 percent. In
addition, because many of the switches in international countries do not feature
true call verification technology, false answer supervision may be a problem --
meaning calls will be charged even though they have not been connection.
Pay by use customers who choose to terminate calls in international
countries do so at their own risk. JDS will not be held responsible for poor
call completion or for false answer supervision. Pay by use customers are
required to pay for all minutes charged for international termination,
regardless of call completion or false answer supervision.
V. Taxes.
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Customer shall be responsible for payment of all sales, use, gross
receipts, excise, access, bypass, franchise or other local, state and federal
taxes, fees, charges, or surcharges, however designated, imposed on or based
upon the provision, sale or use of the Services delivered JDS (including, but
not limited to, taxes and fees lawfully assessed by nations outside of the
United States). Any taxes shall be separately stated on Customer's xxxx. Any
state or local tax, fee, charge, or surcharge shall be payable only for Services
that are subject to such imposition. JDS will exempt the customer from State
Sales Tax and Federal Excise Tax only if, before the start of business the State
and Federal Tax exemption certificates are provided to JDS. If the certificates
are not provided to JDS the tax on the usage xxxx will be three percent (3%) of
retail for Federal Excise Tax and two percent (2%) for state, federal and
administrative regulatory fees, along with any and all State Sale tax required
for Customer's state. If the state and federal tax exemption certificates are
supplied to JDS, the charges assessed on the usage Invoice will be two percent
(2%) for state, federal and administrative regulatory fees.
VI. Payment.
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Pending Bankruptcy Court approval of the credit terms of this agreement JDS
will provide Customer with daily invoices for services rendered and Customer
shall make payment by wire transfer to JDS by 3:00 p.m. of the following
business day.
After receipt of interim approval of the credit terms of this agreement
Customer shall be invoiced on a weekly basis. Each billing cycle shall consist
of Monday through Sunday at midnight. The invoice will be faxed to Customer on
Tuesday unless charged to the Customer's credit line as set-forth in Section 2
hereof. Customer will make payment via wire transfer or overnight Cashier's
check to be received in JDS's office no later than Thursday of that week. If
payment is not received as defined in this Agreement by 5:00 p.m. Mountain Time,
Customer's ability to switch time will be cut off the following day at noon,
without further order of the Bankruptcy Court, and remain off until payment is
received. In the event of a billing dispute customer shall be required to pay
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50% of such disputed amount (or 50% or such disputed amount will be charged
against Customer's credit line) pending resolution of such dispute. Notice of
any billing dispute must be sent to JDS in writing within 30 days of receipt of
billing; otherwise each xxxx will be deemed correct. (GH/LM Initials)
VII. Customer Service.
----------------
JDS will provide Customer Service for services purchased from JDS pursuant
to this Agreement.
VIII. Confidential Information.
------------------------
The parties (and employees and/or designated representatives of said
parties) agree to keep and maintain all Confidential Information, trade secrets,
and other pertinent information including but not limited to pricing, that may
be of a confidential nature. The parties agree not to disclose such information
to anyone other than the parties to this agreement unless the Disclosing Party
has been given written consent. However, the parties acknowledge that this
agreement will be filed with the Bankruptcy Court and will become a public
record.
IX. Assignment.
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The parties to this agreement shall not assign any rights under this
agreement not specifically transferable by its terms without the written consent
of the other party. However, such consent shall not unreasonably be withheld.
This agreement shall also apply to and bind the heirs, distributes, legal
representatives, successors and permitted assigns of the parties.
X. Effect of Severance.
-------------------
In the event that any one or more provisions of this Agreement are found by
a court of competent jurisdiction to be illegal or invalid and unenforceable,
such provision shall be severed from this Agreement and all other provisions of
this Agreement shall continue in full force and effect.
XI. Force Majeure.
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The parties' obligations under the agreement are subject to, and neither
party shall be liable for, delays, failures to perform (except the payment of
money by Customer), damages, losses or destruction, or malfunction of any
equipment or any consequence thereof caused or occasioned by, or due to fire,
flood, water, the elements, labor disputes or shortages, utility curtailments,
power failures, explosions, civil disturbances, governmental actions, shortages
of equipment for supplies, unavailability of transportation, acts or omissions
of third parties, or any other cause beyond the parties' reasonable control.
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XII. Complete Understanding.
----------------------
This form contains the complete understanding and terms of the agreement
between Customer and JDS and supersedes all other agreements and
representations, written or oral. Customer understands and agrees that any
promises, representations, misrepresentations or agreements made by any JDS
Sales Representative or Agent prior to or contemporaneous with this Agreement
and which are not printed in this agreement are null and void, and shall not be
binding on JDS. Any amendments, additions or changes to this agreement must be
in writing and signed both by Customer and the President or CEO of JDS in order
to be valid and binding on JDS.
XIII. Customer Bankruptcy.
-------------------
It is understood by the parties that the Customer(s) are
debtors-in-possession in cases filed on October 28, 1999 under Chapter 11 of the
Bankruptcy Code in the United States Bankruptcy Court for the District of
Delaware (the "Bankruptcy Court"). The Debtors' cases are being jointly
administered under the caption In re: Global Link Telecom Corporation, et al.
Case # 99-3923 (MFW).
Any disputes under or relating to this agreement shall be brought before
the Bankruptcy Court.
XIV. Notice.
------
All notices, requests, or other communications hereunder shall be in
writing, addressed to the parties as follows:
If to Customer: Global Link Telecom Corporation
00 X. Xxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxx Xxxxxx 00000
Attention: Xxx X. Xxxxxxxxxx
Facsimile: 000-000-0000
Xxxxxxxxxx, Xxx Xxxxxx & Xxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxxxx 00000
Attention: Xxxx Xxxxx, Esq.
Facsimile: 000-000-0000
If to JDS: X X Services, Inc.
0000 Xxxxx 0000 Xxxx
Xxxx Xxxx Xxxx, XX 00000
Attention:
Facsimile: (000) 000-0000
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Notices mailed by registered or certified mail shall be conclusively deemed
to have been received by the addressee on the fifth business day following the
mailing of sending thereof. Notices sent by telex or facsimile shall be
conclusively deemed to have been received when the delivery confirmation is
received. If either Party wishes to alter the address to which communications to
it are sent, it may do so by providing the new address in writing to the other
Party.
IN WITNESS WHEREOF, the parties have executed this agreement as of the day
and year first written above
PROVIDER: CUSTOMER:
X X Services, Inc. Global Link Telecom Corporation
/s/ Xxxxxx X. Xxxxx /s/ Xxx X. Xxxxxxxxxx
By: __________________________ By: ______________________________
Name: Xxxxxx X. Xxxxx Name: Xxx Xxxxxxxxxx
Title: CEO Title: CFO
CUSTOMER: CUSTOMER:
GTS Holding Corp., Inc. TelTime, Inc.
/s/ Xxx X. Xxxxxxxxxx /s/ Xxx X. Xxxxxxxxxx
By: __________________________ By: ______________________________
Name: Xxx X. Xxxxxxxxxx Name: Xxx X. Xxxxxxxxxx
Title: CFO Title: CFO
CUSTOMER: CUSTOMER:
Network Services System, Inc. Network Services System, L.P.
/s/ Xxx X. Xxxxxxxxxx /s/ Xxx X. Xxxxxxxxxx
By: __________________________ By: ______________________________
Name: Xxx X. Xxxxxxxxxx Name: Xxx X. Xxxxxxxxxx
Title: CFO Title: CFO
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CUSTOMER: CUSTOMER:
GTS Marketing, Inc. Global Telecommunication Solutions, L.P.
/s/ Xxx X. Xxxxxxxxxx /s/ Xxx X. Xxxxxxxxxx
By: __________________________ By: ______________________________
Name: Xxx X. Xxxxxxxxxx Name: Xxx X. Xxxxxxxxxx
Title: CFO Title: CFO
CUSTOMER: CUSTOMER:
Networks Around the World, Inc. Centerpiece Communications, Inc.
/s/ Xxx X. Xxxxxxxxxx /s/ Xxx X. Xxxxxxxxxx
By: __________________________ By: ______________________________
Name: Xxx X. Xxxxxxxxxx Name: Xxx X. Xxxxxxxxxx
Title: CFO Title: CFO
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