EXHIBIT 10.3
CONFIDENTIAL
HARDPATCH TRANSIT AGREEMENT
BETWEEN TELEGLOBE AND PRIMUS TELECOMMUNICATIONS, INC.
FOR SERVICES TO IRAN
Description of Service:
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Teleglobe will arrange to provide Primus, at its designated and agreed upon
operating center, and Primus will use and pay for a 512 KB circuit (eight clear
64 KB contiguous channel voice half-circuits) to Iran. The provision of this
facility is in cooperation with T.C.I. (Iran) via INTELSAT 359E satellite
facilities now, or in the future, in operation, or other satellite facilities as
may be required and mutually agreed to by Teleglobe, T.C.I. and Primus.
These facilities will be subject to concurrence and matching order by
T.C.I.
Term:
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The term for this service will be six months, commencing upon the "in
service" date of the international facilities. This service will be renewable
in calendar month increments.
Pricing:
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The monthly charge for the eight clear channel international voice half-
circuit service is US$11,908. FOB 60 ▇▇▇▇▇▇, Room 1107, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇.
Invoicing:
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Teleglobe will invoice Primus monthly for the service. All invoice amounts
are due 30 days from invoice date. The service commencement date will be the
"in service" date of the international facilities.
Teleglobe reserves the right to terminate service with thirty (30) days
written notice for accounts with past due balances.
Operational:
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The service activation for the eight clear channel international voice
half-circuits would be within 60 days of the execution of the Agreement.
Teleglobe will request space segment match from T.C.I. and initiate procurement
of space segment within seven days of the execution of this agreement.
The service performance will be commensurate with Teleglobe's backbone
network, which meets and exceeds the standards of the industry.
Any required echo cancellation and/or signaling will be the responsibility
of GTI.
The restoration of these station-kept, non-preemptible satellite
facilities, in the event of an outage or failure, would be in accordance with
the standard INTELSAT policy under Article III of the INTELSAT Agreement.
CONFIDENTIAL
Termination:
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If, before the expiration of the contracted terms, the service is canceled
by the customer for any reason, the customer shall pay a termination charge of
one hundred percent (100%) of the total monthly charges for the unexpired
portion of the contracted term, unless the customer signs a new, mutually
agreeable commitment that would provide Teleglobe with revenues that would be
equal to or exceeding those of the original requirements remaining dollar
commitment over an equivalent period.
Force Majeure:
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No failure or omission by either party to carry out or observe any of the
terms and conditions of this Agreement shall give rise to any claim against the
party in question or be deemed a breach of this Agreement if such failure or
omission arises from a cause of force majeure, an act of Government or any other
cause beyond the reasonable control of that party.
Liability:
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TELEGLOBE shall not be liable for any loss or damage sustained by Primus,
its interconnecting carriers or its end users, by reason of any failure in or
breakdown of the communication facilities associated with the circuits under
this Agreement or for any interruption or degradation of service whatsoever
shall be the cause of such failure, breakdown, interruption or degradation and
however long it shall last.
TELEGLOBE will not be responsible for any direct, indirect, consequential,
or any other damages resulting from any action that might be taken by T.C.I.
which would result in the cancellation of service or cause a disruption of
service.
Confidentiality:
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Primus will treat this agreement, all product information, descriptions and
prices, methods of operation and their terms and conditions as strictly
confidential. Primus will not disclose any of this information or any of these
materials to any person who is not a party to this agreement. Notwithstanding
the foregoing, Primus may disclose, on a limited basis, agreement terms as
necessary or required by regulatory authorities, auditors, attorneys or
government agents.
Approval:
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The parties have executed this Agreement through their duly authorized
representatives.
TELEGLOBE PRIMUS TELECOMMUNICATIONS, INC.
/s/ ▇▇▇▇▇ ▇▇▇▇▇ /s/ K. ▇▇▇▇ ▇▇▇▇▇
_________________________ __________________________
Name Name
V.P./GM CEO and President
_________________________ __________________________
Title Title
2/29/96 1/21/96
_________________________ __________________________
Date Date
-2-
