CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR
WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [*] [**] [***] OR
[****]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.
EXHIBIT 10.32
COMMISSION AGREEMENT
This Agreement is made this 12th day of November, 1997 by and between ARBITEL, a
Company created under the laws of the Isle of Man, with a principal address at
Africa House, Xxxxxxxxxx Xxxx, Xxxxxxx, Xxxx xx Xxx XX00 0XX represented herein
by its Director, Xxxxx Xxxxxxx xx Xxxxxxx Xxxxxx, and
WorldPort Communications, Inc. ("WorldPort") a Delaware corporation with its
principal offices at 0000 Xxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx, XXX,
represented herein by its President and Chief Executive Office, Xx. Xxxx X.
Xxxxxx.
WHEREAS, ARBITEL has introduced WorldPort to All American Cables & Radio, Inc. a
Dominican Republic corporation ("AACR") and assisted WorldPort in negotiating a
Service Contract of even date herewith with AACR for the termination of
international long distance minutes in the Dominican Republic (the "Service
Contract"), and;
WHEREAS, WorldPort intends to transmit an important volume of telephone calls to
the Dominican Republic pursuant to that Service Contract;
NOW, THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS:
1. COMMISSION FOR SERVICES RENDERED.
1.1 WorldPort agrees to compensate ARBITEL for services rendered in respect
to the successful closing of the Service Contract with a commission
equal to [*] per minute for each minute transmitted by WorldPort to
AACR pursuant to the Service Contract, for the duration of the
Initial Term of the Service Contract plus any Renewal Periods thereof.
2. PAYMENT TERMS.
2.1 WorldPort agrees that within 30 days of the Effective Date, as such
date is defined in the Service Contract, it will make an advance
commission payment to ARBITEL (the "Advance Payment') in the amount
of [*] (calculated as [*] x [**] committed minutes).
2.2 WorldPort agrees that during the Term of the Service Contract,
WorldPort will pay to ARBITEL, at the same time that it pays
AACR invoices pursuant to Section 3.1.3 of such Service Contract,
the commission described in section 1.1 herein net of the
Advance Payment, or [*] per minute.
2.3 WorldPort further agrees that the net commission payment made
pursuant to section 2.2 above, shall be made in cash in U.S.
Dollars. [*]
3. TERM.
3.1 This Commission Agreement shall have a term equal to the Initial Term
of the Service Contract plus any extensions thereof.
4. REFERENCES TO THE SERVICE CONTRACT
4.1 All capitalized terms and references herein to the Service Contract
shall have the meanings as defined in such Service Contract.
5. NOTICES AND PAYMENT.
5.1 All Notices and Payments made between the parties shall be made to the
addresses above, unless one party notifies the other of a different
address or different payment method (such as wire transfer) in writing.
6. PREVIOUS AGREEMENTS.
6.1 This Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof and supersedes
and cancels any and all prior verbal or written agreements.
7. ASSIGNMENT.
7.1 Neither party shall assign or transfer all or any portion of its rights
and obligations under this Agreement (other than to a wholly-owned
subsidiary) without the prior written consent of the other party.
8. EXECUTION.
8.1 This Agreement shall be executed in two counterparts in English, each
of which shall be considered an original with identical legal effect.
9. SEVERANCE.
9.1 If any provision of this Agreement for any reason and to any extent
is held to be invalid or unenforceable, then neither the remainder of
the Agreement nor the application of the provisions to other persons,
entities, or circumstances shall be affected, but instead shall be
enforceable to the maximum extent permitted by law.
10. MODIFICATIONS.
10.1 This Agreement may not be amended, modified or changed, nor shall any
waiver of any provision hereby be effective, except only by an
instrument in writing and signed by the party against whom enforcement
of any waiver, amendment, change, modification or discharge is sought.
11. CONFIDENTIALITY.
11.1 The provisions of this Agreement, as well as its existence, shall be
considered confidential by the parties, and shall be protected to the
same extent as they would protect their own confidential information.
Disclosure to third parties shall not be permitted unless agreed to
in writing by the other party.
12. CONFLICTS.
12.1 The parties agree that this Agreement shall be governed by the laws of
the State of Florida. In the event of a conflict resulting from the
interpretation of this Agreement, the parties will endeavor to find a
solution and remedy the situation. In the event the conflict cannot be
solved within a reasonable time frame, the controversy will be settled
by binding arbitration in accordance with the Commercial Arbitration
Rules of the American Arbitration Association, then in effect.
IN WITNESS THEROF, the parties hereto have severally subscribed these presents,
or caused them to be subscribed in their name and behalf by their respective
officers thereunto duly authorized.
ARBITEL
/s/ Xxxxx Xxxxxxx xx Xxxxxxx Xxxxxx
Xxxxx Xxxxxxx xx Xxxxxxx Xxxxxx
Director
WORLDPORT COMMUNICATIONS, INC.
/s/ Xx. Xxxx X. Xxxxxx
Xx. Xxxx X. Xxxxxx
President & Chief Executive Officer
