Exhibit 10.7
WORLDCOM DATA SERVICES
(REVENUE PLAN)
This Application for Data Services (THE "AGREEMENT") is made by ZIPLINK, L.L.C.,
("CUSTOMER"), a Connecticut corporation with its principal office at 00 XXXXXXXX
XXXXXX, XXXXXXXX, XXXXXXXXXXX 06105,("CUSTOMER"), and WORLDCOM, INC., a Georgia
corporation ("WORLDCOM"), for service described below.
1. SERVICES: Interexchange telecommunications service (THE "PRIVATE LINE
SERVICE") and frame relay service (THE "FRAME RELAY SERVICE") shall be
provided by WorldCom pursuant to the applicable tariffs of WorldCom
Network Services, Inc., a wholly owned subsidiary of WorldCom, (THE
"TARIFFS"). The Tariffs provide terms and conditions of the Service
which include, but are not limited to, taxes, credit approval
procedures, Customer credits, termination liability, and limitations
with respect to the assignment of the Service. The Tariffs may be
modified from time to time by WorldCom in accordance with law and
thereby affect the Service furnished to Customer. For purposes of this
Agreement, Private Line Service and Frame Relay Service shall be
collectively referred to as the "SERVICE".
2. TERMS AND CONDITIONS: The parties agree that the terms and conditions of
this Agreement shall supplement, or to the extent they are inconsistent
with the Tariffs, supersede the terms and conditions of the Tariffs.
3. MINIMUM MONTHLY COMMITMENT: Commencing as of the Commitment Commencing
Date set forth below and continuing through the Commitment Ending Date
below, Customer agrees to maintain (i) aggregate monthly Qualifying
Charges for Private Line Service (before the application of discounts)
and/or (ii) the aggregate base rate charge for Frame Relay Services
(before the application of discounts) (COLLECTIVELY THE "AGGREGATE BASE
RATE CHARGE") as follows:
MINIMUM MONTHLY COMMITMENT: $55,000.00
Based on the Customer's monthly Qualifying Charges before the
application of discounts)
4. REVENUE PLAN SERVICE TERM/COMMITMENT:
CUSTOMER COMMITMENT PERIOD: THREE (3) YEAR(S)
COMMENCEMENT DATE: ___/01/__
COMMITMENT COMMENCING DATE: ___/01/__ (THIS DATE TO BE 3 MONTHS FOLLOWING
THE COMMENCEMENT DATE ABOVE)
COMMITMENT ENDING DATE: ___/01/__ (THIS DATE TO BE 36 MONTHS FOLLOWING
THE COMMITMENT COMMENCEMENT DATE ABOVE)
** IF THE COMMITMENT ENDING DATE IS IN A MONTH WITH LESS THAN 31 DAYS, THE
ENDING DATE IS ON THE LAST DAY OF SUCH MONTH.
5. APPLICATION OF DISCOUNTS: Commencing as of the Commencement Date set
forth in Section 4 above and continuing through the Commitment Ending
Date, WorldCom agrees to: Aggregate (i) monthly Qualifying Charges for
Private Line Service (before the application of discounts), and (ii)
monthly recurring Network Node charges for Frame Relay Service (before
the application of discounts) in determining Customer's monthly revenue
level and
corresponding discount for domestic Private Line and Frame Relay
Service. Special DS-1 Connecting Leg Charges will be aggregated in
determining Qualifying Charges for purposes of ascertaining if Customer
has met the Minimum Monthly Commitment, however discounts will not apply
to the Special DS-1 Connecting Leg charges.
6. PROPRIETARY INFORMATION:
(a) Confidential Information: The parties understand and agree that the
terms and conditions of this Agreement, and invoices to Customer for
Service provided hereunder, communications between the parties regarding
this Agreement or the Service to be provided hereunder (including price
quotes to Customer for any Service proposed to be provided or actually
provided hereunder), as well as such information relevant to any other
agreement between the parties (collectively "CONFIDENTIAL INFORMATION"),
are confidential as between Customer and WorldCom.
(b) Limited Disclosure: A party shall not disclose Confidential Information
unless subject to discovery or disclosure pursuant to legal process, or
to any party other than the directors, officers, and employees of a
party or a party's agents including their respective brokers, lenders,
insurance carriers or bona fide prospective purchasers who have
specifically agreed in writing to nondisclosure of the terms and
conditions hereof. Any disclosure hereof required by legal process shall
only be made after providing the non-disclosing party with notice
thereof in order to permit the non-disclosing party to seek an
appropriate protective order or exemption. Violation by a party or its
agents of the foregoing provisions shall entitle the non-disclosing
party, at its option, to obtain injunctive relief without a showing of
irreparable harm or injury and without bond.
(c) Press Releases: The parties further agree that any press release,
advertisement or publication generated by a party regarding this
Agreement, the Service provided hereunder or in which a party desires to
mention the name of the other party or the other party's parent or
affiliated company(ies), will be submitted to the non-publishing party
for its written approval prior to publication.
(d) Survival of Confidentiality: The provisions of this Section 7 will be
effective as of the date of this Agreement and remain in full force and
effect for a period which will be the longer of (i) one (1) year
following the date of this Agreement, or (ii) one (1) year from the
termination of all Service hereunder.
7. LETTER OF AGENCY ("LOA"): The Undersigned [duly authorized
representative of Customer] hereby authorizes WorldCom, if requested by
Customer, to provision Customer's Local Access. This LOA supersedes all
previous LOAs and shall remain in effect until canceled by Customer in
writing.
8. PRICING: (a) Rates for domestic Private Line Service and domestic Frame
Relay Service during the Service Commitment Period shall be set forth in
the applicable Tariffs. Discounts for Private Line Service and Frame
Relay Service are as described below. (b) Rates and discounts for
International Services shall be as set forth in WorldCom's Service
Orders (THE "SERVICE ORDERS").
A. WORLDCOM PRIVATE LINE - DS-1 PRICE SCHEDULE
(BASED ON THREE (3) YEARS/$55,000 TOTAL MINIMUM MONTHLY COMMITMENT)
MONTHLY VOLUME DS-1 DISCOUNT SCHEDULE
$55,000 47%
$75,000 48%
$100,000 49%
$150,000 49.5%
$250,000 50%
B. WORLDCOM FRAME RELAY DISCOUNTS (DOMESTIC U.S. ONLY)
(BASED ON THREE (3) YEARS, $55,000/ TOTAL MINIMUM MONTHLY COMMITMENT)
MONTHLY VOLUME DISCOUNT
$55,000 26%
$75,000 27%
$100,000 28%
$150,000 29%
$250,000 30%
C. WORLDCOM HIGH SPEED FRAME RELAY DISCOUNTS (DOMESTIC U.S. ONLY) (BASED ON
THREE (3) YEARS, $55,000/ TOTAL MINIMUM MONTHLY COMMITMENT)
MONTHLY VOLUME DISCOUNT
$55,000 26%
$75,000 27%
$100,000 28%
$150,000 29%
$250,000 30%
*BACKHAUL CHARGES ARE NOT DISCOUNTABLE.
9. WAIVER OF PRIVATE LINE INSTALLATION CHARGES: Commencing with the
Commencement Date and continuing through the Commitment Ending Date,
WorldCom agrees to waive WorldCom installation charges and LEC
installation charges (collectively "INSTALLATION WAIVERS") in an amount
not to exceed three (3) times the Monthly Recurring IXC charges for
Private Line Service ordered following the Commencement Date (the "NEW
SERVICE").
10. WAIVER OF FRAME RELAY INSTALLATION CHARGES: Commencing with the
Commencement Date and continuing through the Commitment Ending Date,
WorldCom agrees to waive WorldCom installation charges and LEC
installation charges (collectively "INSTALLATION WAIVERS") in an amount
not to exceed three (3) times the Monthly Recurring Network Node and PVC
charges for Frame Relay Service ordered following the Commencement Date
(the "NEW SERVICE").
ENTIRE AGREEMENT: This Agreement (including any documents incorporated herein by
reference) constitutes the entire understanding between the parties and
supersedes any prior agreements and proposals between the parties, whether oral
or written, for Service provided hereunder.
WORLDCOM, INC. ZIPLINK, L.L.C.
/s/ Xxxxx X. Xxxxxx /s/ Xxxx Xxxxx
(Authorized Signature) (Authorized Signature)
XXXXX X. XXXXXX XXXX XXXXX
(Print Name) (Print Name)
12/20/96 11/15/96
(Date Received) (Date Signed)
AMENDMENT TO THE
SERVICE AGREEMENT BETWEEN
WORLDCOM, INC. AND ZIPLINK, L.L.C.
(SERVICE AGREEMENT DATED JANUARY 01, 1997)
This Amendment to the above-referenced Agreement is made and entered into by and
betweenWorldCom, Inc., ("WorldCom") and ZIPLINK, L.L.C., ("Customer"). The
Parties agree as follows:
THE AFOREMENTIONED PARTIES HEREBY AGREE TO REPLACE SECTION 1 OF THE AGREEMENT
WITH THE FOLLOWING:
1. SERVICES: Interexchange telecommunications service (THE "PRIVATE LINE
SERVICE") and frame relay service (THE "FRAME RELAY SERVICE") and ATM
Service (THE "WORLDCOM ATM SERVICE") shall be provided by WorldCom
pursuant to the applicable tariffs of WorldCom Network Services, Inc.
d/b/a WilTel Network Services, Inc., a wholly owned subsidiary, (THE
"TARIFFS"). The Tariffs provide terms and conditions of the Service
which include, but are not limited to, taxes, credit approval
procedures, Customer credits, termination liability, and limitations
with respect to the assignment of the Service. The Tariffs may be
modified from time to time by WorldCom in accordance with law and
thereby affect the Service furnished to Customer. For purposes of this
Agreement, Private Line Service Frame Relay Service and ATM Service
shall be collectively referred to as the "SERVICE".
The ATM Service may include the following: (i) equipment necessary to
support the ATM Service including equipment located on Customer's
premises and equipment located on WorldCom's premises, (ii) local access
facilities, (iii) a Network Node (as described below) for each location
requiring connectivity to the WorldCom network, and (iv) maintenance of
the equipment and services provided by WorldCom. A "Network Node"
includes a port connection, i.e., access to the WorldCom network, and
the permanent virtual circuits assigned to said port. ATM Service
configurations for each Network Node shall be described on WorldCom's
Service Orders in effect when the Service is ordered. Charges for ATM
Service shall be established by relevant Service Orders.
THE AFOREMENTIONED PARTIES HEREBY AGREE TO REPLACE SECTION 3 OF THE
AGREEMENT WITH THE FOLLOWING:
2. MINIMUM MONTHLY COMMITMENT: Commencing as of the Commitment Commencing
Date set forth below and continuing through the Commitment Ending Date
below, Customer agrees to maintain aggregate monthly Qualifying Charges
for Private Line Service, the Aggregate Base Rate Charge for Frame Relay
Services and the aggregate base rate charge for ATM Services (before the
application of discounts) (COLLECTIVELY THE "AGGREGATE BASE RATE
CHARGE") as follows:
MINIMUM MONTHLY COMMITMENT: $55,000.00
(Based on the Customer's monthly Qualifying Charges for Service before the
application of discounts)
THE AFOREMENTIONED PARTIES HEREBY AGREE TO REPLACE SECTION 5 OF THE AGREEMENT
WITH THE FOLLOWING:
5. APPLICATION OF DISCOUNTS: Commencing as of the Commencement Date set forth in
Section 4 above and continuing through the Commitment Ending Date, WorldCom
agrees to: Aggregate (i) monthly Qualifying Charges for Private Line Service
(before the application of
discounts), (ii) monthly recurring Network Node charges for Frame Relay Service
(before the application of discounts) and (iii) monthly recurring Network Node
charges for ATM Service (before the application of discounts) in determining
Customer's monthly revenue level and corresponding discount for Private Line
Service and Domestic Frame Relay Service.
THE AFOREMENTIONED PARTIES HEREBY AGREE TO ADD THE FOLLOWING ITEM D TO SECTION 9
(PRICING) OF THEAGREEMENT:
D. WORLDCOM ATM DISCOUNTS (U.S. Domestic Only)
(BASED ON THREE (3) YEARS, $55,000/ TOTAL MINIMUM MONTHLY COMMITMENT)
MONTHLY VOLUME DISCOUNT
$55,000 - $74,999 26%
$75,000 - $99,999 27%
$100,000 - $149,999 28%
$150,000 - $199,999 29%
$250,000 + 30%
DISCOUNTS LISTED ABOVE WILL APPLY TO WORLDCOM PORT/CIR ONLY. LEC CHARGES ARE NOT
DISCOUNTABLE. NO FURTHER DISCOUNTS MAY BE APPLIED.
BACKHAUL CHARGES ARE NOT DISCOUNTABLE.
Those portions of the Agreement not modified or otherwise affected by this
Amendment are fully incorporated herein by reference. No other portion of the
Agreement is, or is intended by the Parties to be, affected by this Amendment.
IN WITNESS WHEREOF, the Parties have signed this Amendment and the individuals
signing belowrepresent that they have the authority to sign for and on behalf of
the respective parties.
ACCEPTED BY: ACCEPTED BY:
WORLDCOM, INC. ZIPLINK, L.L.C.
BY: /s/ Xxxxx X. Xxxxxx BY: /s/ Xxxx X. Xxxxx
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NAME: XXXXX X. XXXXXX NAME: Xxxx X. Xxxxx
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TITLE: V.P., MARKETING TITLE President/Manager
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DATE: 3/6/97 DATE 2/25/97
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