EXODUS COMMUNICATIONS, INC.
EQUIPMENT PURCHASE AGREEMENT
This Equipment Purchase Agreement (the "Agreement") is
entered into between Exodus Communications, Inc.
("Exodus") and GBID(the "Customer") is entered into as of
May 10, 1999 (the "Effective Date").
N O W, T H E R E F O R E, in consideration of the premises and
mutual promises herein contained, Customer agrees to purchase
and Exodus agrees to deliver to Customer the equipment
(the "Equipment") set forth on Order Form attached hereto as
Exhibit A, as follows:
1. SHIPPING AND HANDLING. All Equipment is provided FOB Santa
Clara, California. Shipment will be made as specified by Customer and
Customer is solely responsible for all expenses in connection with the
delivery of the Equipment. The Equipment will be deemed accepted by
Customer upon receipt.
2. PURCHASE PRICE AND TAXES. Customer shall pay to Exodus the purchase
price as defined on Exhibit A hereto ("Purchase Price") for each item of
Equipment. Customer hereby grants and Exodus reserves a security
interest in the Equipment and the proceeds thereof as a security for its
obligations hereunder until payment of the full Purchase Price to Exodus.
The Purchase Price is due and payable prior to delivery of the Equipment.
Customer shall pay all taxes and other governmental charges assessed in
connection with the rental, use or possession of the Equipment including,
without limitation, any and all sales and/or use taxes and personal property
taxes (other than taxes on Exodus' net income).
3. TITLE. Customer shall acquire title to the Equipment upon full
payment of the purchase price(s) set forth herein. Notwithstanding the
foregoing, Exodus and any licensor of rights to Exodus shall retain title
to and rights in the intellectual property (whether or not subject to
patent or copyright) and content contained in the materials supplied
under the terms of this Agreement.
4. SELECTION OF EQUIPMENT; MANUFACTURER WARRANTY. Customer acknowledges
that is has selected the Equipment and disclaims any statements made by
Exodus. Customer acknowledges and agrees that use and possession of
the Equipment by Customer shall be subject to and controlled by the
terms of any manufacturer's or, if appropriate, supplier's warranty,
and Customer agrees to look solely to the manufacturer or, if appropriate,
supplier with respect to all mechanical, service and other claims,
and the right to enforce all warranties made by said manufacturer are
hereby, to the extent Exodus has the right, assigned to Customer.
THE FOREGOING WARRANTY IS THE EXCLUSIVE WARRANTY AND IS IN LIEU OF
ANY ORAL REPRESENTATION AND ALL OTHER WARRANTIES AND DAMAGES, WHETHER
EXPRESSED, IMPLIED OR STATUTORY. EXODUS HAS NOT MADE NOR DOES MAKE ANY OTHER
WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION
ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY,
OR OF NONINFRINGEMENT OF THIRD PARTY RIGHTS AND AS TO EXODUS AND ITS
ASSIGNEES, CUSTOMER PURCHASES THE EQUIPMENT "AS IS".
5. LIMITATION OF LIABILITY. Exodus' entire liability for any damages
which may arise hereunder, for any cause whatsoever, and regardless of the
form of action, whether in contract or in tort, including Exodus'
negligence, or otherwise, shall be limited to the Purchase Price paid
by Customer for the Equipment. IN NO EVENT WILL EXODUS BE LIABLE FOR ANY
SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS
OF BUSINESS OR PROSPECTIVE BUSINESS OPPORTUNITIES, PROFITS, SAVINGS,
INFORMATION, USE OR OTHER COMMERICAL OR ECONOMIC LOSS, EVEN IF EXODUS
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6. GOVERNING LAW; DISPUTE RESOLUTION. This Agreement is made under and
will be governed by and construed in accordance with the laws of the
State of California (except that body of law controlling conflicts of law)
and specifically excluding from application to this Agreement that
law known as the United Nations Convention on the International Sale of
Goods. The parties will endeavor to settle amicably by mutual discussions
any disputes, differences, or claims whatsoever related to this
Agreement. Failing such amicable settlement, any controversy, claim,
or dispute arising under or relating to this Agreement, including the
existence, validity, interpretation, performance, termination or breach
thereof, the parties to this Agreement hereby consent to jurisdiction
and venue in the courts of the state of California and in the U.S. District
Courts in the City of San Francisco, California.
7. MISCELLANEOUS. The above terms and conditions are the only terms
and conditions upon which Exodus is willing to sell the Equipment and
supersedes all previous agreements, promises or representations, oral or
written. Any additional or different terms in any purchase order or other
response by Customer shall be deemed objected to by Exodus without need of
further notice of objection, and shall be of no effect or in any way
binding upon Exodus. No waiver of any breach or default by or failure to
require strict performance of Customer shall waive any other breach or
default. This Agreement may be executed in two or more counterparts, each
of which will be deemed an original, but all of which together shall
constitute one and the same instrument. Once signed, any reproduction of
this Agreement made by reliable means (e.g., photocopy, facsimile) is
considered an original. This Agreement may be changed only by a written
document signed by authorized representatives of Exodus and Customer.
IN WITNESS WHEREOF, the parties have signed this Agreement as of the
Effective Date first set out above.
EXODUS COMMUNICATIONS INC. GLOBAL BUSINESS INFORMATION DIRECTORY, INC.
By: By: /s/Xxxxxxx Xxxxxxxxxx
Name: Name: XXXXXXX XXXXXXXXXX
Title: Title: PRESIDENT/CEO
Customer Name: Global
Customer Name: Global Business Information Directory
Form Date: 1/15/99
Form No.: 0115-2c
Installation Site(s): Seattle IDC
Server Housing:
Internet Data Brief Description Qty Unit Extended Extended
Center Services (Detailed description Price Non- Monthly
attached) Recurring Fees
Fees
EXO-RACK-50 CyberRack (19" or 23" 1 $600 $940
Half Rack)
EXO-RACK-51SU CyberRack Setup 1 $600 $1,000
________ ______
Total: $1,000 $940
Management Services:
Internet Data Brief Description Qty Unit Extended Extended
Center Services (Detailed description Price Non- Monthly
attached) Recurring Fees
Fees
EXO-SHMS-PRO SystemHealth Monitoring 4 $440 $1,760
Pro for NT
NT Systems (Per application
server)
EXO-BCMM Tape Media Management 1 $440 $ 440
EXO-BCMM-SU Setup-Tape Media Management 1 $440 $440
_________ _______
Total: $440 $2,200
INTERNET DATA CENTER SERVICES
ORDER FORM
Customer Name: Global
Customer Name: Global Business Information Directory
Form Date: 1/15/99
Form No.: 0115-2c
Installation Site(s): Seattle IDC
Type of Service(s): New
Ethernet (10 Mbps) Usage Based Bandwidth Service:
Internet Data Brief Description Qty Unit Extended Extended
Center Services (Detailed description Price Non- Monthly
attached) Recurring Fees
Fees
EXO-ETHER-UI 1 Mbps base Ethernet with 1 $1,100 $1,100
10 Mbps burstability
EXO-ETHER-SU Semp-Ethernet Network 1 $1,100 $1,100
________ ______
Total: $1,100 $1,100
Variable Usage above 1 Mbps Base:
Internet Data Brief Description Qty Per Megabit
Center Services (Detailed description attached)
EXO-ETHER-UV Variable Usage Cost per Megabit 1 $1,430
Above Base Amount ($/megabit)
Customer Name: Global
Customer Name: Global Business Information Directory
Form Date: 1/15/99
Form No.: 0115-2d
Installation Site(s): Seattle IDC
Telco Provisioning:
Product Number Description Qty NRC MRC
EXO-XCON-POTS POTS Cross Connection 1 $60
Total: $60
Note:
"Lead time is normally 5 to 7 weeks. The exact installation time will
be determined by the specified local telecommunications company."
EXODUS COMMUNICATIONS, INC.
INTERNET DATA CENTER SERVICES ORDER FORM
SERVICES AND PRICES
Customer Name: Global Business Information Directory
Form Date: 1/15/99
Form No.: 0115-2
IMPORTANT INFORMATION:
(1) By submitting this Internet Data Center Services Order Form (Form)
to Exodus Communications, Inc. (Exodus), Customer hereby places an
order for the Internet Data Center Services described herein pursuant
to the terms and conditions of the Internet Data Center Services
Agreement between Customer and Exodus (IDC Agreement).
(2) Billing. With the exception of Setup Fees, will commence on the
earlier of the Installation Date indicated below or the date Customer
actually installs its equipment or Exodus begins providing Internet
Data Center Services. All Setup Fees will be billed upon receipt
of a Customer signed IDC Services Order Form.
(3) Exodus will provide the Internet Data Center Services pursuant to
the terms and conditions of the IDC Agreement, which incorporates
this Form. The terms of this Form supersede, and by accepting this
Form Exodus hereby rejects any conflicting or additional terms
provided by Customer in connection with Exodus' provision of
Internet Data Center Services. If there is a conflict between this
Form and any other Form provided by Customer and accepted by
Exodus, the Form with the latest date will control.
(4) Exodus will not be bound by or required to provide Internet Data
Center Services pursuant to this Form or the IDC Agreement until each
is signed by an authorized representative of Exodus.
Customer to complete:
CUSTOMER HAS READ, UNDERSTANDS AND HEREBY SUBMITS THIS ORDER.
Installation Date: 4 days or install April 30, 1999
Submitted By: /s/Xxxxxxx Xxxxxxxxxx
Print Name: Xxxxxxx Xxxxxxxxxx
Title: President/CEO
Submission Date: 24/02/99
Exodus Communications, Inc. Acceptance
/s/Xxx Xxxxxx
Date: 4/10/99
