EXHIBIT 10.14
BILLING SERVICES AGREEMENT
THIS SOFTWARE LICENSE and BILLING SERVICES AGREEMENT ("Agreement") is
entered into this 13/th/ day of May 1998, between UniBill, Inc. ("UNIBILL"), a
Louisiana corporation with principal offices at 000 Xxxx Xxxxxx, Xxxx Xxxxxxx,
XX and Louisiana Unwired, LLC, a Louisiana limited liability company with
principal offices at Xxx Xxxxxxxxx Xx. Xxxxx 0000 Xxxx Xxxxxxx, XX
("Customer"), the permitted or Holder of a license to provide Broadband
personal communication services in the Lake Xxxxxxx BTA, Alexandria BTA,
Shreveport BTA and Monroe BTA ("Customer's Market" or "Market").
WHEREAS, UNIBILL is in the business of licensing billing software,
including UNIBILL FLEXBILL Software and other billing services to licensees of
wireless telephone services such as PCS and
WHEREAS, Customer desires to contract with UNIBILL to use billing software
and obtain billing services for Customer's specific benefit in Customer's
above-described Markets.
NOW THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties agree as follows:
SECTION 1. DEFINITIONS:
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1.1 "Billing Services" shall mean those services and performance levels
described in Schedule "A" attached hereto and incorporated herein by
reference.
1.2 "Business Day" shall for purposes of U.S. based support services mean
week days from 8:00 a.m. to 5:00 p.m. CST (or CDT when applicable), and shall
exclude weekends and UNIBILL Holidays, defined in Section 1.20 hereafter.
1.3 "Business Hour" shall mean any sixty (60) minute period during any
Business Day or Facility Business Day.
1.4 "Call Records" are the electronic expression of billable and
unbillable calling experiences in Customer's Market, which may include an
identification calling party by wireless telephone number, MIN and/or ESN, the
identification of the called party by wireless telephone number, MIN, or local
or other telephone number, start and end time of call which determines the
length of any call, and additional events which may include measured
Alphanumeric or two way pager traffic, data transmission measured as packets
of data or kilobytes of data transmitted. Call Records are divided into
billable call records, and unbillable call records. Unbillable call records
are those calls recorded by Customer's MSC which are not designated as having
billable call completion codes by Customer, or are otherwise invalid calls or
event records.
1.5 "Wireless Telecommunications Service" means personal communication
services operating in the 800 MHz or 1900 MHz frequency range licensed by the
FCC, which service may provide personal numbers, call completion regardless of
location, call charges to the caller, call management services and other
features or functionality as determined by the provider.
1.6 "Cell Site(s)" is/are the location(s) in which Customer has installed
and integrated radio base stations and such other equipment and facilities as
may be required to transmit and receive wireless telecommunications to and
from an MSC and a Subscriber.
1.7 "Wireless Telecommunications Network" is a radiotelephone system
consisting of a MSC or MSCs and a Cell Site or Cell Sites located within a
Market area.
1.8 "CIBER Format" or the Wireless Telecommunications Intercarrier
Billing Exchange Roamer Record, contains the recognized wireless industry
standard record format that is utilized to facilitate the transfer of billing
information among North American wireless telephone carriers.
1.9 "Conversion" or "Convert" shall mean the gathering, interpreting and
restructuring of Customer's existing Customer Records into UNIBILL'S standard
specified format, from sources provided to UNIBILL by Customer.
1.10 "Custom Programming" shall mean programming provided by UNIBILL, at
Customer's reasonable written request, for software changes, modifications, or
enhancements during the term of this agreement to the UNIBILL FLEXBILL
Software; provided, however, UNIBILL may make, in the course of its business,
custom changes, modifications or enhancements for other UNIBILL customers
which are similar to or different from those provided to Customer so long as
such changes, modifications or enhancements do not include Confidential
Information provided by Customer to UNIBILL.
1.11 "Customer Data" is information used to identify individual
Subscribers of Customer, including, but not limited to, name, address, ESN,
MIN, payment history and other descriptive and identifying billing
information.
1.12 "Customer Service Center" is the location where Customer provides
service or support to its Subscribers, and such location(s) shall be set
forth, as amended from time to time hereafter, on Schedule "C" attached hereto
and incorporated herein by reference.
1.13 "Data Base" is the documentation, files, computer tapes, records,
lists or other material containing the telephone numbers, ESNs, MINs and other
descriptive and identifying information concerning Subscribers. For purposes
of this Agreement, "Data Base" shall also include the rate or tariff
information used by Customer's Market.
1.14 "Designated Agent" shall mean the employee of Customer that Customer
has selected to perform the "Duties of Customer" set forth in Section 4 of
this Agreement. At the time of execution of this Agreement, Customer's
Designated Agent is the employee set forth on Schedule "C". In the event that
Customer changes its Designated Agent any time during the term of this
Agreement, or any renewal term hereof, Customer shall notify UNIBILL in
writing no later than ten (10) days after the effective date of such change.
1.15 "ESN" means the decimal, hexadecimal or octal electronic serial
number assigned to a radiotelephone."
1.16 "PCS" means personal communication services operating in the 1.9
GHz frequency range or any other frequency licensed by the FCC, which service
may provide personal numbers, call completion regardless of location, call
charges to the caller, call management services and other features or
functionality as determined by the provider.
1.17 "Generic Improvements" shall mean all modifications, alterations,
enhancements, updates, repairs or revisions of UNIBILL FLEXBILL Software which
are developed and made generally available by UNIBILL to its licensees after
the date of execution hereof.
1.18 "Interconnect Carrier" is that wireline telephone company or
companies, providing local exchange or long distance telecommunications
services, within the geographic area of Customer's Market.
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1.19 "UNIBILL FLEXBILL Software" is proprietary software owned by UNIBILL
which is known as "UNIBILL FLEXBILL Software", which is licensed for use by
UNIBILL licensees, including Customer, to enter data and maintain a Data Base
of said data for subsequent processing by UNIBILL or authorized UNIBILL
subcontractors to generate Subscriber bills.
1.20 "UNIBILL Holidays" are New Year's Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving, and Christmas, provided that
UNIBILL may change its holidays at any time on notice to Customer.
1.21 "Message Processing" shall mean the reading, editing, formatting,
guiding and rating of Call Records and the merging of the product thereof with
any previously unbilled calls.
1.22 "MIN" shall mean the mobile identification number, telephone number
or any other similar identification of any mobile or fixed based wireless
transceiver unit
1.23 "MSC" shall mean any mobile switching facility of Customer through
which radiotelephone, dispatch or other wireless telecommunications traffic is
routed.
1.24 "Operation Schedule" is that schedule detailed below in Section 3.5
that identifies the sequence and timing of services, materials and other
activities necessary to meet agreed upon operation dates between the parties
hereto and to have Customer's bills to its Subscribers mailed out within the
specified billing and collection cycle. The Operation Schedule can be changed
from time to time upon the mutual agreement of the parties hereto.
1.25 "Print Vendor" shall mean the party selected to perform invoice
fulfillment services, including, but not limited to, converting electronic
media images to invoices, and then printing, folding, inserting and mailing to
Customer's Subscriber. Customer, at its expense, reserves the right to select
and contract with a print vendor of its selection in which case UNIBILL shall
rebate the cost of contractual services not performed back to Customer while
incurring no liability for any failure of the print vendor chosen by Customer.
1.26 "Subscriber" is any user or former user of Customer's wireless
telecommunications services in the Market(s) whose billing data still resides
in the FLEXBILL data base.
SECTION 2. TERM OF AGREEMENT:
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2.1 The initial term of this Agreement shall commence upon execution
hereof and shall continue in effect for a period of five (5) years from the
date of the conversion, cycle cutoff and actual xxxx shipment by UNIBILL of
the last of Customer's markets to be converted to UNIBILL'S FLEXBILL Software.
This Agreement shall automatically renew for a three (3) year period upon the
termination of the initial term hereof; provided however, that either party
shall have the right, within thirty (30) days prior to the expiration of such
initial term, to notify the other party in writing that it elects to terminate
this Agreement effective on the expiration of such initial term. Such
termination by Customer shall not in any way relieve Customer of the
obligation to pay for all services previously performed by or then in process
with UNIBILL. Any such automatic renewal shall continue the terms and
conditions hereof in full force and effect, subject to UNIBILL'S right to
increase its charges for its Billing Services hereunder on written notice to
Customer. Any renewal term hereunder shall be subject to any such increased
charges and compensation, and such increases shall be binding upon Customer.
SECTION 3. SCOPE OF BILLING SERVICES:
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3.1 Billing Services provided and performed by UNIBILL shall include
services specified in Schedule "A" which is attached hereto and made a part
hereof by this reference. Customer agrees that UNIBILL has the sole and
exclusive right to provide and perform the Billing Services set forth herein
on behalf of Customer, and any other party providing wireless telephone
services to the public through the use of Customer's Wireless
Telecommunications Network, during the term of this Agreement. UNIBILL and
Customer agree that UNIBILL will provide and perform those Billing Services
specifically designated in Schedule "A" attached hereto, during the term of
this Agreement, in consideration of Customer's satisfaction of the specific
charges set forth in Schedules "A" and "B".
3.2 UNIBILL shall provide additional billing services as reasonably
requested by Customer within a reasonable time from the date of such request,
subject only to UNIBILL's (i) existing commitments and (ii) available
resources. Such additional billing services shall be provided at UNIBILL's
then prevailing rates plus reasonable travel and lodging expenses.
3.3 UNIBILL hereby grants, and Customer hereby accepts, a revocable,
nontransferable and nonexclusive license for Customer and its Designated Agent
to use the UNIBILL FLEXBILL Software and all related documentation during the
term or any renewal term hereof in accordance with the terms of this Agreement
and solely for Customer's benefit at the agreed upon Customer location where
UNIBILL installs and verifies the operability of the UNIBILL FLEXBILL
Software. Any rights not expressly granted herein are reserved by UNIBILL.
The UNIBILL FLEXBILL Software shall be used only with respect to the business
of Customer's Market, and shall be limited to reporting and maintaining
Customer's own information. Customer and its Designated Agent shall not
permit any third party, not otherwise licensed by UNIBILL, to use or have
access to the UNIBILL FLEXBILL Software, or the computer hardware within which
the UNIBILL FLEXBILL Software resides.
3.4 UNIBILL shall, as part of this Agreement, assist Customer in the
conversion of Customer's records as presently established from existing data
format to the OS/400 provided Data Base format when installed. Such service
will be provided pursuant to the terms of this Agreement.
3.5 UNIBILL shall provide monthly invoices for Customer Subscribers based
on the Operation Schedule agreed upon by the parties below. In connection
therewith, and in the performance of all of its services under this Section 3,
UNIBILL shall cooperate and communicate with the Designated Agent as necessary
to perform its tasks contemplated hereunder in a workmanlike and conscientious
manner.
(i) Customer shall provide UNIBILL with magnetic files (or other mutually
acceptable electronic media) from its MSC containing Customer's Call Records
and certain other charges and credits. UNIBILL shall identify such Call
Records as billable call records, or nonbillable call records in accordance
with the specific written instructions conveyed by Customer. UNIBILL will
restructure all call records into generic UNIBILL call format or other
appropriate transaction record required to accommodate usage information.
(ii) After receipt of Call Record data from Customer and cycle completion
verification by Customer, UNIBILL shall accept and process all Call Record
data with Data Base and shall begin rating and invoice preparation, providing
Customer with exception and error reports for customer's review within Three
(3) Business Days thereafter.
(iii) Upon UNIBILL'S receipt of Customer's approval and/or correction of
any such exception or error reports, UNIBILL shall begin conversion of such
approved data and produce a xxxx image file, providing Customer with sample
xxxx(s) for Customer's review. Customer shall specifically be responsible for
reviewing sample bills for accuracy, integrity and completeness, and for
approving
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the same, based on among other things, Customer's Call Record data, Customer
Data and Data Base data.
(iv) Upon UNIBILL'S receipt of Customer's approval of such sample xxxx(s),
UNIBILL shall commence xxxx printing, with the maximum time period to complete
printing, insertion of bills, mail metering and mailing not to exceed the
following:
Total Volume of Bills per Cycle Maximum Time After Approval
1 to 16,000 3.0 Business Days
16,001 to 22,000 3.5 Business Days
22,000 and up 4.0 Business Days
The parties hereto agree that the time periods set forth in each of
Sections 3.5 (ii), 3.5 (iii) and 3.5 (iv) above shall be aggregated for
purposes of determining whether UNIBILL has satisfied the Operation Schedule
relative to each such individual Section.
(v) The parties hereto agree to designate and replace from time to time,
as necessary, representatives of each party so that the billing process can
work as expeditiously and smoothly as possible. All approvals, or waivers
thereof, from Customer as required under the above-described Operation
Schedule shall be in writing or by fax. Any performance required of UNIBILL
hereunder shall be waived until such time as Customer responds as required
hereunder.
3.6 UNIBILL shall begin investigation and correction of any errors or
problems pursuant to the provisions of Schedule 'A'.
3.7 UNIBILL shall provide initial training in the operation and use of
UNIBILL FLEXBILL Software to Customer. Any training or installation necessary
concerning any Generic Improvements of UNIBILL FLEXBILL Software shall be at
no cost to Customer, except for reimbursement to UNIBILL for reasonable travel
and lodging expenses.
3.8 UNIBILL agrees to provide consulting, training, and testing services
to the Customer at its normal hourly rates then in effect.
SECTION 4. DUTIES OF CUSTOMER:
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4.1 (a) Customer shall deliver Call Record data documentation, and
technical information describing record layout data (e.g. formatted electronic
expressions of Call Records) to UNIBILL, in via on-line transmissions,
magnetic tape or other mutually acceptable electronic media, in specified
formats which may be designated or revised by UNIBILL from time to time.
UNIBILL shall be given no less than 30 days written notice of Call Record
format changes or modification. In the event UNIBILL receives data which is
not in such format, UNIBILL shall notify Customer of such problem and shall
provide Customer with an estimate of the hours needed to reformat such data,
at Customer's expense, as provided in Schedule "B" hereto. Customer shall have
the option of replacing the problematic data or authorizing UNIBILL to
reformat the data at Customer's expense, if possible, except that should
Customer fail to inform UNIBILL of its decision within twenty-four (24) hours
after notification of such problem, UNIBILL shall proceed to reformat such
data, if possible, at UNIBILL's then prevailing rates. Customer shall provide
UNIBILL with those types of Call Records recorded by Customer's MSC which have
call record fields identifying both billable and nonbillable calls. All Call
Records not designated by Customer as billable shall be treated as nonbillable
call records by UNIBILL.
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4.1(b) Notwithstanding anything to the contrary contained in this
Agreement, Customer shall specifically be responsible for establishing,
maintaining, updating, and validating the accuracy, integrity and completeness
of Call Record data, Customer Data, Data Base data, and record layout data,
and shall be solely at risk for any revenue loss associated with any failure
therein. Included in Customer's responsibilities as set forth in the
preceding sentence is Customer's obligation to promptly provide UNIBILL with
prior written notice and technical specifications and/or documentation
regarding any change that would impact UNIBILL's Billing Services, provided
however, Customer is required to give UNIBILL seven (7) days subsequent
written notice of any table-driven change made by Customer. A Customer change
requiring advance written notice would include, but not be limited to, a
modification to: Customer's MSC software or network; Customer's rate plans;
Customer's SID or BID numbers; Customer's cell sites; Customer's long distance
toll rates or Customer's computer hardware or computer network. UNIBILL shall
respond to Customer within thirty (30) days of receipt of such written notice,
shall provide Customer with an implementation schedule related to any such
notification and shall notify Customer of any UNIBILL charge related thereto.
4.2 Customer shall promptly provide UNIBILL with all approvals or waivers
required on Customer's part as set forth in Section 3 above within twenty-four
(24) hours of receipt by Customer. With respect to any exception or error
reports, Customer shall review such reports and provide UNIBILL with the
information necessary to process such data free of any such exceptions or
errors, or waive processing of any raw call records containing such exceptions
or errors, as set forth therein. Failure by Customer to perform any of its
responsibilities as provided hereunder shall extend the time for UNIBILL's
performance under this Agreement by at least the amount of time equal to
Customer's delay. Additionally, in the event that such failure increases
UNIBILL's costs of providing Billing Services, UNIBILL shall xxxx Customer and
Customer shall pay all reasonable and verified costs directly resulting from
Customer's failure to perform its responsibilities.
4.3 Customer shall provide UNIBILL with the name of at least one (1)
employee that is a fully qualified systems integrator. The systems integrator
should ideally be certified to install and maintain the major hardware
components required to support the UNIBILL FLEXBILL Software system,
Customer's Data Base and the related tables and files associated therewith.
Customer shall also provide UNIBILL with the name of at least one (1) employee
who must be proficient with personal computers, and who will receive initial
training in the operation and use of UNIBILL's FLEXBILL Software. Customer
shall also provide UNIBILL with a list of its employees who are using or are
no longer authorized to use the UNIBILL FLEXBILL Software, including each such
person's name, title, identification and password, as applicable, within
thirty (30) days thereof.
4.4 Customer shall acquire, at its sole expense, the compatible computer
and telecommunications equipment necessary for the operation of the UNIBILL
FLEXBILL Software. The parties shall consult as to compatibility prior to
installation of such equipment; however, UNIBILL assumes no responsibility for
any equipment acquired by Customer. UNIBILL has designated and approved the
hardware and telecommunications equipment configuration for UNIBILL's FLEXBILL
Software, set forth on Schedule D attached hereto and incorporated herein by
reference. The cost of installing, operating, maintaining, upgrading and
removing such equipment shall be borne entirely by Customer. Customer agrees
to promptly provide the necessary installations and to permit reasonable
access to such equipment by UNIBILL and others engaged in installing or
removing such equipment or maintaining it after installation as may be
necessary for the provision of the Billing Services.
4.5 UNIBILL and Customer shall each establish regular and reasonable
internal measures to verify the accuracy of all Billing Services performed by
UNIBILL on behalf of Customer. Customer shall notify UNIBILL of all errors,
omissions or inaccuracies in its Data Base or in any data, record, statement
or other document processed or delivered by UNIBILL, within fifteen (15) days
after such
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work is provided to Customer. Customer agrees that in the event of any errors,
omissions or inaccuracies in Billing Services, UNIBILL shall be given a
reasonable period, not to exceed thirty (30) days, in which to run a rebilling
to correct such error. UNIBILL agrees to take all reasonable steps to rebill
in the event of any errors in Billing Services. Customer agrees to reimburse
UNIBILL for any cost and expense incurred if the rebilling is required through
no fault of UNIBILL. The parties agree that the limitation periods in this
Section shall apply only to the matters arising under this Section.
SECTION 5. PAYMENT TERMS AND CONDITIONS:
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5.1 Customer acknowledges that UNIBILL may contract with a Print Vendor
to provide certain billing services which under this Agreement are to be
performed and provided by UNIBILL. Customer shall provide UNIBILL with a
postage deposit equal to the average monthly cost of postage for xxxxxxxx
mailed on Customer's behalf. Customer understands that without this deposit,
the Print Vendor will not mail Customer's bills. Customer shall forward the
postage deposit due under this Section at the same time it satisfies UNIBILL's
invoice for the previous months' Billing Services. UNIBILL reserves the right
to choose a substitute or alternative to Print Vendor from time to time.
5.2 Customer shall pay all invoices in the United States currency from
UNIBILL within fifteen (15) days from receipt of invoice. Customer shall be
deemed to be in receipt of an invoice upon delivery to its designated address.
UNIBILL agrees to separately invoice each of Customer's Markets. If timely
payment is not received by UNIBILL, UNIBILL may xxxx and Customer shall pay
all costs, including reasonable attorneys' fees expended in collecting unpaid
amounts and a late payment charge on the unpaid balance of two percent (2%)
per month or the maximum rate allowed by law, whichever is higher.
Notwithstanding anything to the contrary contained in this Agreement, Customer
understands that to the extent any invoice is not paid within ten (10) days
from Customer's receipt of the same, UNIBILL may cease to perform Billing
Services for Customer until such time as all payments due and payable to
UNIBILL are received by UNIBILL. In addition, Customer understands and agrees
that UNIBILL's cessation of Billing Services as provided above shall not
constitute a breach by UNIBILL of any of its duties or obligations under this
Agreement or be deemed an election of remedies by UNIBILL.
5.3 All prices quoted are exclusive of all taxes (except taxes levied
against UNIBILL's income) including state and local use, sales, property, VAT,
export or import taxes, tariffs, ad valorem and taxes levied in Customer's
home country. Customer agrees to pay any and all such taxes to the proper
taxing authority, or to UNIBILL if so required, within five (5) Business Days
of the receipt of notice thereof. Customer agrees to pay any government fees
and annual registration fees Customer may incur in qualifying to do business
or registering an agent within Customer's home country.
Customer agrees to pay all federal state and local taxes, however
designated (excluding taxes based upon UNIBILL's net income) imposed on or
based upon the provision of technical services, equipment or the provision of
Billing Services. If any such taxes or assessments are required to be
collected and/or paid by UNIBILL, then Customer agrees to reimburse UNIBILL
for all such sums within five (5) days of notification from UNIBILL of its
liability therefor.
5.4 Customer shall pay for all additional services provided by UNIBILL at
UNIBILL's then prevailing billing rates. UNIBILL's prevailing billing rates
are subject to change at any time or from time to time upon thirty (30) days
written notice to Customer. Where travel and lodging costs are incurred in the
course of training, installation, and/or support work for Customer, such costs
shall be in addition to all other fees, if any.
SECTION 6. OPERATIONAL CHANGES AND IMPROVEMENTS:
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6.1 UNIBILL reserves the right at any time or from time to time, in its
sole discretion, to make changes in rules of operation, including, but not
limited to, application level, sign on procedures, access commands,
programming languages, or the location of UNIBILL's access stations, provided
that such changes do not materially and adversely impact Customer. Adjustment
to the processing period and Customer equipment installed at Customer's
premises shall be as mutually agreed upon by the parties.
6.2 In the event that Customer requests Custom Programming of UNIBILL,
such requested Custom Programming modifications will be performed on and
charged at a time and material basis at UNIBILL's then prevailing rates. When
Customer requests a UNIBILL FLEXBILL Software enhancement, such request must
include sufficient detail for the parties to determine the exact nature of
such enhancement. Any requests for improvements must be in writing. In the
event of required travel by employees or representatives of UNIBILL, Customer
will pay reasonable travel and lodging expenses.
6.3 Customer shall prioritize all changes it requests to the UNIBILL
FLEXBILL Software and submit such prioritized list in writing to UNIBILL
regularly, as mutually agreed. Customer shall update its prioritized list
from time to time to reflect all changes. UNIBILL shall provide Customer with
an acceptance and implementation schedule for the requested changes, after
UNIBILL has received all Customer information UNIBILL deems necessary or
appropriate to respond. UNIBILL shall notify Customer in its response of any
additional charges for requested changes and of any additional information
needed to implement such changes.
6.4 UNIBILL will notify Customer in advance of any Generic Improvement or
new version of UNIBILL's FLEXBILL Software, which may or may not have been
requested by Customer, but which directly impacts Customer. UNIBILL shall
provide Customer with written documentation regarding any such Generic
Improvement or new version of UNIBILL's FLEXBILL Software prior to the
delivery of the same.
6.5 UNIBILL is, and shall be, the sole owner of all inventions,
discoveries, updates, improvements, modifications, changes and/or enhancements
relating to the UNIBILL FLEXBILL Software, all copies thereof, including
translations, compilations, partial copies, derivative works and updated
works, whether partial or complete and whether or not modified or merged into
other program materials and whether in written or unwritten form and whether
developed by Customer or UNIBILL. Customer acknowledges and agrees that the
foregoing inventions, discoveries, et cetera, shall not be deemed or
considered "work for hire". UNIBILL shall retain the exclusive right to
reproduce, publish, patent, copyright, sell, license or otherwise make use of
such inventions, discoveries, updates, improvements, modifications, changes
and/or enhancements. Customer hereby grants to UNIBILL a perpetual,
nonexclusive, worldwide royalty free license and right to use, execute,
display, perform and distribute copies of and prepare or have prepared for
UNIBILL's own use or use by its customers, any and all custom coding or
programming done by UNIBILL for or on behalf of Customer in respect of the
UNIBILL FLEXBILL Software, both object code and source code, additions and
modifications thereto and derivative works therefrom.
6.7 UNIBILL shall not be responsible for any changes made to the UNIBILL
FLEXBILL Software or updates to Customer Data Base by processes or programming
by any party other than UNIBILL without the express written permission of
UNIBILL. Any changes made without the express written permission of UNIBILL
shall immediately release UNIBILL from any and all obligations to correct or
maintain the UNIBILL FLEXBILL Software, or the Customer Data Base but in no
way shall this alter or modify UNIBILL's ownership of the UNIBILL FLEXBILL
Software or Customer's duty and obligation to maintain the standards of
confidentiality set forth herein.
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6.8 Should Customer desire any changes in the format or appearance of
bills printed and mailed to its Subscribers after execution hereof, including
changes in the type, format, appearance or printing of inserts to be inserted
in such bills, Customer shall give UNIBILL no less than thirty (30) days prior
written notice thereof. UNIBILL shall endeavor to comply with any such
requests of Customer, subject to any contractual limitations UNIBILL may have
with the selected Print Vendor in the event that UNIBILL contracts with a
print vendor. UNIBILL shall provide Customer with an implementation schedule
related to any such request, and shall notify Customer of any UNIBILL and/or
Print Vendor charges related thereto to alter existing formats or establish
new formats. All such requests by Customer shall include sufficient detail
for UNIBILL to determine the exact nature of the changes requested.
SECTION 7. SECURITY AND CONFIDENTIALITY:
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7.1 The parties are willing to exchange certain information that the
disclosing party deems to be confidential and proprietary for the mutual
purpose of performing the terms of this Agreement.
Each party shall use its best efforts to maintain the security and
confidentiality of all data and documentation which is considered proprietary
to any party hereto.
7.2 For purposes hereof "Confidential Information" shall include all
business and technical information or data relating to either party hereto,
including but not limited to the UNIBILL FLEXBILL Software and related
documentation, training materials, financial information, trade secrets, know-
how, methods of operation, research and development data, customer lists,
sales and pricing information, customer surveys, drawings, processes, patent
data, files, sketches, models, samples, marketing data, copyrightable data,
object code, source code, training materials, system documentation, and the
like, whether or not patentable or copyrightable. Notwithstanding anything
contained herein to the contrary, Confidential Information shall not include
the following:
(i) Information developed independently by either party hereto or
lawfully received from another source without breach of this Agreement as
documented in the dated or written records of the developing or receiving
party; or
(ii) Information within the public domain through no wrongful act of the
receiving party; or
(iii) Information previously known by either party hereto prior to the
execution hereof as evidenced by prior written documentation thereof; or
(iv) Information rightfully received by either party hereto after the
execution hereof from a third party who learned of it or developed it
independently from any party hereto, or from a party hereto with the consent
of that party and without any restriction on disclosure thereof; or
(v) Information disclosed pursuant to law, judicial order or governmental
regulation after any statutory appeal rights have expired concerning any such
prospective disclosure.
7.3 The party receiving Confidential Information ("Recipient") shall not
use or communicate, directly or indirectly, any of the Confidential
Information to any third party without the prior written consent of the party
disclosing said Confidential Information ("Discloser"). Recipient shall use
its best efforts to prevent inadvertent disclosure of all or any part of the
Confidential Information to any third party. Recipient shall advise its agents
and employees who are to receive the Confidential Information that the
Confidential Information is confidential and proprietary to Discloser, and
shall instruct such agents and employees that Recipient and its agents and
employees have a legal obligation to maintain the Confidential Information in
confidence and not to disclose it to any third party.
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7.4 Customer recognizes that the UNIBILL'S FLEXBILL Software and all
related information, including, but not limited to, any and all updates,
modifications, Generic Improvements, enhancements, user and installation
manuals, documentation, and information related to installation at the
location(s) of Customer are proprietary to and constitute TRADE SECRETS of
UNIBILL, and that all rights thereto, including copyrights, are owned by
UNIBILL. UNIBILL shall at all times retain title to the UNIBILL FLEXBILL
Software and all related information.
7.5 Customer shall keep each and every item of UNIBILL FLEXBILL Software
and any hardware owned by UNIBILL and all related information furnished
hereunder free and clear of any claims, liens and encumbrances.
7.6 Customer shall not (i) copy or duplicate, or permit anyone else to
copy or duplicate, any of the UNIBILL FLEXBILL Software or related
information, whether in written, magnetic or any other form, except pursuant
to reasonable backup procedures; nor (ii) provide or make the UNIBILL FLEXBILL
Software or related information available to any person or entity other than
employees of Customer who have a need to know consistent with Customer's use
thereof under this Agreement; nor (iii) create or attempt to create, or permit
others to create or attempt to create by disassembling, reverse engineering or
otherwise, the source programs or any part thereof from the object program or
from other information (whether oral, written, tangible or intangible) made
available to Customer under this Agreement; nor (iv) copy for the use of
others operator manuals, system reference guides, training materials and other
user-oriented materials without the prior written consent of UNIBILL. In
order to protect UNIBILL's TRADE SECRETS and copyrights in the UNIBILL
FLEXBILL Software and related information, Customer agrees to reproduce and
incorporate UNIBILL's relevant notices, including copyright and TRADE SECRET
notices, in any copies, modifications or partial copies authorized under this
Agreement. The UNIBILL FLEXBILL Software shall be kept in a secure place with
access and use restrictions recommended by UNIBILL.
7.7 Customer agrees to notify UNIBILL forthwith if it obtains information
as to any unauthorized possession, use or disclosure of any item of UNIBILL's
FLEXBILL Software or related information by any person or entity, known by
Customer to be possessing, using or disclosing the UNIBILL FLEXBILL Software
without authorization, and upon making such notification to UNIBILL, agree to
cooperate with UNIBILL in protecting UNIBILL's proprietary rights.
7.8 Customer agrees and acknowledges that UNIBILL may use, or require
Customer to use, at UNIBILL's expense, software locks in order to limit the
use of the UNIBILL FLEXBILL Software consistent with the use permitted
hereunder.
7.9 Each party's obligations under this Section shall continue after the
termination of this Agreement with respect to each item of Confidential
Information for as long as that Confidential Information remains confidential
and proprietary to the party attempting to enforce its confidentiality.
SECTION 8. WARRANTY. UNIBILL shall perform Billing Services with
--------
reasonable care and in a professional and workmanlike manner. UNIBILL
represents that the UNIBILL FLEXBILL Software can provide Billing Services to
wireless telecommunications providers, wireless telecommunications resellers
and that it is compatible with TDMA and analog technology. EXCEPT FOR THE
EXPRESS WARRANTY STATED HEREIN, WHICH IS IN LIEU OF ALL OTHER REPRESENTATIONS
AND WARRANTIES, UNIBILL MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS
OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE AND ANY OTHER STATUTORY OR COMMON-LAW
WARRANTY IN CONNECTION WITH THE BILLING SERVICES PROVIDED HEREUNDER OR THE
PRODUCTS SOLD HEREUNDER.
10
SECTION 9. LIMITATION OF LIABILITY AND REMEDY.
----------------------------------
9.1 NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER
UNIBILL NOR ANY OF ITS AFFILIATES SHALL BE LIABLE TO CUSTOMER, WHETHER SUCH
LIABILITY ARISES UNDER WARRANTY, CONTRACT, STRICT LIABILITY IN TORT,
NEGLIGENCE, OR OTHERWISE, FOR LOST REVENUES, LOST PROFITS OR OTHER SPECIAL,
INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR FOR LOSS, DAMAGE OR EXPENSES
INDIRECTLY ARISING FROM CUSTOMER'S OR ANY THIRD PARTY'S USE OF OR INABILITY TO
USE THE BILLING SERVICES, EVEN IF UNIBILL HAS BEEN ADVISED OF THE PROBABILITY
OF SUCH DAMAGES. DURING THE TERM OF THIS AGREEMENT, ANY LOSS OR DAMAGE TO
CUSTOMER ARISING SOLELY FROM UNIBILL'S ERRORS, OMISSIONS, INTERRUPTIONS OR
DELAYS IN BILLING SERVICES, SHALL BE LIMITED, IN THE AGGREGATE, TO DIRECT
DAMAGES NOT TO EXCEED AN AMOUNT EQUAL TO THE TOTAL MOBILE NUMBER PROCESSING
FEES PAID BY CUSTOMER FOR THE HIGHEST TWO (2) MONTH PERIOD DURING THE CALENDAR
YEAR IN WHICH SUCH DIRECT DAMAGES OCCURRED. THIS CLAUSE SHALL SURVIVE FAILURE
OF AN EXCLUSIVE REMEDY. NO ACTION OR PROCEEDING UNDER THIS AGREEMENT MAY BE
COMMENCED MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. THE
LIMITATIONS OF LIABILITY AND DISCLAIMER OF WARRANTY STATED HEREIN FORM AN
ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND APPLY REGARDLESS OF
WHETHER ANY LIMITED REMEDY HEREUNDER FAILS ITS ESSENTIAL PURPOSE.
9.2 IN THE EVENT OF ANY LOSS OR DAMAGE TO CUSTOMER ARISING FROM UNIBILL'S
ERRORS, OMISSIONS, INTERRUPTIONS OR DELAYS IN BILLING SERVICES, UNIBILL MUST
BE NOTIFIED IN WRITING AND GIVEN THE OPPORTUNITY TO RESOLVE EACH SUCH PROBLEM
IN ACCORDANCE WITH THE PROVISIONS OF SECTION 4.6 ABOVE. CUSTOMER AGREES IT
SHALL TAKE ALL REASONABLE STEPS TO COLLECT ALL AMOUNTS DUE AFTER ANY
REBILLING, SUPPLEMENTAL BILLING OR ANY OTHER ACTION BY UNIBILL TO RESOLVE SUCH
ERROR, OMISSION, INTERRUPTION, DELAY OR OTHER PROBLEM. IN THE EVENT CUSTOMER
CLAIMS AMOUNTS DUE UNDER THE PROVISIONS OF THIS SECTION AFTER TAKING SUCH
REASONABLE EFFORTS, CUSTOMER SHALL ALSO PROVIDE UNIBILL WITH ALL DOCUMENTATION
REASONABLY REQUIRED BY UNIBILL TO ESTABLISH THE AMOUNT OF LOSS CLAIMED. IN THE
EVENT OF ANY PAYMENT OF MONEY DAMAGES BY UNIBILL HEREUNDER TO CUSTOMER,
CUSTOMER AGREES TO EXECUTE AND DELIVER TO UNIBILL ANY AND ALL DOCUMENTS AS MAY
BE REQUIRED TO SUBROGATE UNIBILL TO ALL OF THE RIGHTS OF CUSTOMER TO COLLECT
ANY AND ALL AMOUNTS DUE WHICH CONSTITUTE SUCH DAMAGES.
9.3 THE REMEDIES STATED IN THIS SECTION 9 SHALL BE THE EXCLUSIVE REMEDIES
OF CUSTOMER FOR ANY BREACH BY UNIBILL OF ITS OBLIGATIONS UNDER THIS AGREEMENT.
SECTION 10. RECOVERY. UNIBILL shall provide recovery procedures
--------
reasonably designed to protect Customer's billing data and to assist in the
reconstruction of such data in the event of loss or destruction while under
UNIBILL's control. Should UNIBILL cause any of Customer's billing data within
its control to be rendered unusable or unfit for billing purposes, UNIBILL
shall use its best efforts to reconstruct the data to its condition
immediately prior to the time such data was rendered unusable or unfit without
charge to Customer. Customer and its Agents shall reasonably cooperate with
UNIBILL to reconstruct damaged data.
11
SECTION 11. DEFAULT. Failure by any party to comply with any material
-------
term or condition under this Agreement shall entitle the non-breaching party
to give the defaulting party written notice of such default. If the
defaulting party has not cured such default within thirty (30) days after
receipt of notice, the non-breaching party shall be entitled, in addition to
all other remedies, unless limited by this Agreement, to terminate this
Agreement by giving notice to take effect immediately. Notwithstanding
anything to the contrary contained herein, if Customer is in default under or
breaches this Agreement, whether or not the Agreement is terminated, UNIBILL's
damages shall include, but not be limited to, an early termination fee equal
to the product of (i) the total number of Customer's Subscribers as of the
date of default and (ii) the mobile number processing and other related
charges set forth on Schedule "B" attached hereto, multiplied by (iii) the
number of months remaining on the term of the Agreement. The foregoing
provisions shall not be deemed an election of remedies or liquidated damages.
The right of the non-breaching party to terminate hereunder shall not be
affected in any way by its waiver of or failure to take action with respect to
any previous default.
SECTION 12. INDEMNIFICATION. UNIBILL will indemnify and save Customer
---------------
harmless from any loss or damage (including reasonable attorney's fees)
incurred by Customer, resulting from any claim by any third party that
UNIBILL's FLEXBILL Software infringes upon, or wrongfully copies the
proprietary or intellectual property of another. In addition, UNIBILL will
indemnify and save Customer harmless from any loss or damage (including
reasonable attorney's fees) incurred by Customer because of claims, suits or
demands of third parties for personal injury or tangible property damage to
the extent such loss or damage is caused by or results solely from the grossly
negligent acts of UNIBILL or its employees or agents, provided: (a) Customer
promptly notifies UNIBILL in writing of any suits, claims or demands against
Customer for which UNIBILL is responsible under this indemnity, (b) Customer
gives UNIBILL full opportunity and authority to assume the sole defense of and
settle such suits and (c) Customer furnishes to UNIBILL upon request all
information and assistance available to Customer for defense against such
suit, claim or demand. UNIBILL's liability under this indemnity shall in no
event exceed the maximum dollar figure set forth in Section 9.1 herein. This
indemnity is in lieu of all other obligations of UNIBILL, express or implied,
in law or in equity, to indemnify Customer. In the event it is determined
that loss or damage was not caused solely by the grossly negligent acts of
UNIBILL, its employees or agents, Customer shall reimburse UNIBILL for all
reasonable legal expenses incurred.
SECTION 13. TERMINATION OR EXPIRATION:
-------------------------
13.1 In the event of termination for uncured default by Customer or
expiration of this Agreement, UNIBILL may, if Customer so requests, continue
to provide Billing Services under the existing terms and conditions for a
period of up to one hundred eighty (180) days to allow for an orderly
transition to a new provider of services similar to those provided by UNIBILL.
UNIBILL shall then extract all Customer billing data from the UNIBILL billing
system and shall deliver such data to Customer on such media as Customer shall
reasonably request. Customer shall pay all costs of such data extraction
including, but not limited to, UNIBILL programming time, machine time, and
printing. UNIBILL shall charge Customer its then prevailing rates at the time
data extraction is performed.
13.2 Upon any termination, the license granted herein shall terminate and
UNIBILL shall have the right to take immediate possession of the UNIBILL
FLEXBILL Software, all related information, and all copies thereof, wherever
located, without demand or notice. Unless UNIBILL has already taken
possession of such UNIBILL FLEXBILL Software, related information and copies
thereof, Customer shall return to UNIBILL, within five (5) business days after
termination hereof, the UNIBILL FLEXBILL Software, related information,
software locks and all copies thereof in the form provided by UNIBILL or as
modified by Customer.
12
13.3 Notwithstanding any other provisions of this Agreement, in the event
that any court or any regulatory agency requires UNIBILL to cease providing
Billing Services or any portion thereof as required under this Agreement, then
this Agreement shall be terminated or modified in accordance with such court
or regulatory agency without penalty to UNIBILL. When possible, UNIBILL will
provide at least sixty (60) days notice of such requirement and will continue,
if allowed by such court or regulatory agency to provide Billing Services for
one-hundred-eighty (180) days from the date of such order or request to allow
for an orderly transition.
SECTION 14. FORCE MAJEURE. Neither party will be deemed to be negligent,
-------------
at fault, or liable in any respect for any delay, damage, loss or failure in
performance, including the interruption of Billing Services, resulting from
acts of God, war, accidents, labor disputes, strikes, or any other cause
beyond the reasonable control of the party delayed. The foregoing shall not
apply to Customer's obligation to make payment for services rendered.
SECTION 15. APPLICABLE LAW AND FORUM. This Agreement shall be governed
------------------------
by, and construed in accordance with the laws of the State of Louisiana,
except a provision of that law which would refer resolution of any issue to
another jurisdiction. The forum for resolution of any dispute shall be the
State of Connecticut.
SECTION 16. ASSIGNMENT. A11 rights of UNIBILL hereunder shall inure to
----------
the benefit of its successors and assigns; all obligations of Customer shall
bind the heirs, legal representatives, successors and permitted assigns of
Customer. This Agreement shall not be assigned by Customer in whole or in
part without the prior written consent of UNIBILL.
SECTION 17. PERSONNEL EMPLOYMENT. The parties agrees not to solicit or
--------------------
offer employment to, or accept employment of, employees, agents or consultants
of each other who are associated with any Billing Services provided under this
Agreement during the term hereof and for a period of one (1) year after
termination of this Agreement for any reason.
SECTION 18. SECTION HEADINGS. The headings of the several Sections are
----------------
inserted for convenience of reference only and are not intended to be part of
or to affect the meaning or interpretation of this Agreement.
SECTION 19. SEVERABILITY. In the event any of the provisions of this
------------
Agreement are found to be invalid by any administrative agency or court of
competent jurisdiction, the remaining provisions of this Agreement, whether
relating to similar or dissimilar subjects, shall nevertheless be binding with
the same effect as though the invalid provisions were deleted, unless the
result would be to substantially change the rights or obligations of either
party, in which event this Agreement shall terminate.
SECTION 20. NO WAIVER. Either party's failure at any time to enforce any
---------
of the provisions of this Agreement or any right with respect thereto, or to
exercise any option herein provided, will in no way be construed to be a
waiver of such provisions, rights, or options or in any way to affect the
validity of this Agreement. The exercise by either party of any rights or
options under the terms or covenants herein shall not preclude or prejudice
the exercise thereafter of the same or other rights under this Agreement.
SECTION 21. NOTICES. Any notice required or permitted to be given by
-------
either party hereto to the other shall be confirmed by facsimile, hand
delivery, or certified or registered mail, return receipt requested, at the
address hereon stated, and shall be deemed to have been given three (3) days
after deposited in the United States mail with postage prepaid.
13
If to UNIBILL: General Manager
UNIBILL INC.
000 Xxxx Xxxxxx
Xxxx Xxxxxxx, XX 00000
FAX: (000) 000-0000
Tel: (000) 000-0000
If to Customer: Manager/President
Louisiana Unwired, LLC
Xxx Xxxxxxxxx Xxxxx, Xxxxx 0000
Xxxx Xxxxxxx, XX 00000
FAX: (000) 000-0000
Tel: (000) 000-0000
SECTION 22. ENTIRE AGREEMENT. This Agreement and any Schedules attached
----------------
hereto constitute the entire agreement between the parties with respect to the
subject matter hereof and shall supersede all previous negotiations,
representations, and commitments, in oral or written form. This Agreement may
not be modified except by an instrument in writing signed by a duly authorized
representative of each of the parties. In the event of any conflict between
the body of this Agreement and any Schedule attached hereto, the text of the
body of the Agreement shall prevail.
SECTION 23. NON-EXCLUSIVE AGREEMENT. This Agreement is non-exclusive.
-----------------------
UNIBILL reserves the right to extend to others service similar or dissimilar
to the Billing Services provided hereunder.
SECTION 24. CUSTOMER REFERRAL. Customer hereby agrees to allow UNIBILL
-----------------
to use Customer's name for purposes of marketing the UNIBILL FLEXBILL Software
to potential UNIBILL customers.
SECTION 25. MULTIPLE COPIES OR COUNTERPARTS OF AGREEMENT. The original
--------------------------------------------
and one or more copies of this Agreement may be executed by one or more of the
parties hereto. In such event, all of such executed copies shall have the
same force and effect as the executed original and all of such counterparts
taken together shall have the effect of a fully executed original.
SECTION 26. AUTHORIZATION. A11 corporate action on the part of the
-------------
Customer necessary for the authorization, execution, delivery and performance
by the Customer of this Agreement, and the transactions contemplated therein,
has been taken. This Agreement is the valid and binding obligation of the
Customer, and is enforceable in accordance with its terms.
IN WITNESS WHEREOF, the parties have executed this Agreement:
WITNESSES: UNIBILL, INC.
/s/ Xxxxxx Xxxx By: /s/ Xxxxxx X. Xxxxxxx
______________________ ----------------------------
[ILLEGIBLE] Title: President
---------------------- -------------------------
LOUISIANA UNWIRED, LLC
/s/ Xxxxxx Xxxx By: /s/ Xxxxxx Xxxxx
---------------------- ----------------------------
[ILLEGIBLE] Title: President/Manager
---------------------- -------------------------
14
SCHEDULE "A"
SERVICES INCLUDED
-----------------
1) XXXX PROCESSING
---------------
a) Use of the UNIBILL FLEXBILL Software via a telephony link to the UNIBILL's
CPU, giving the customer the ability to:
1 Perform all other file maintenance procedures to ensure an accurate
billing data base, including subscriber data base and call plan
and any other files needed for billing;
2 Utilize the credit management system, to check credit, set credit
limits, generate treatment notices, temporary/permanent disconnects, and
reconnects;
3 Modify calling plan rates;
4 Create reports using the report generators;
5 Post adjustments and payment transactions directly to the data base
files.
b) Switch/Reseller Message Processing, including:
1 Loading of all switch or reseller tapes; when available, balancing of
records loaded against record counts on tapes;
2 Process tape call record information in accordance to Customer
supplied criteria and then against Customer Master File;
3 Rating of all airtime messages according to Customer's rate plans.
c) Subscriber Xxxx Printing and Mailing, including:
1 All materials i.e. xxxx forms 8 1/2" x 1 1", mailing and return
envelope;
2 Laser printing including all subscriber airtime messages and
Customer's logo on each page of the subscriber xxxx;
3 Special handling in accordance with customer's instructions of all
subscriber bills exceeding postal weight restrictions or designated as
"Pull" accounts;
4 Stuffing all xxxx forms, return envelope, and Customer supplied insert
meeting size, weight and format criteria;
5 Zip code sorting of all subscriber bills;
6 Posting and mailing subscriber bills from Sulphur, Louisiana or
delivery in bulk to the customer for postal distribution from the
customer's locations.
d) Standard Reports (single paper copy per market), including:
1) Billing Cycle Reports
---------------------
-Accounts Receivable Register: details and summarizes all charges billed to
the Subscriber (message detail is reported in summary fashion).
-Adjustment Register: details and summarizes all adjustments by Customer-
defined adjustment categories.
-Aged Trial Balance: details current balance, current charges, 30/60/90 day
balances for all subscribers by credit class.
-Agent Commission Report: details those subscribers and commissionable
categories and amounts necessary to issue commission checks.
15
-Airtime Register: details all airtime calls billed to the subscribers
during the billing cycle.
-Billable Airtime Messages by Date/Hour: details by date and hour all
billable local calls processed for each billing cycle.
-Billable Toll Messages by Date/Hour: details by date and hour all billable
toll calls processed for each billing cycle.
-Final Account Register: an aged trial balance for final accounts
-Guide Record Listing: details accounts which have had a number changed as
well as accounts which are summary billed.
-Hold File Report: identifies cash not applied but existing on the hold
file.
-Journal Summary: summarizes billing totals by Customer defined accounting
categories.
-Refund Register: details final account refunds, deposit refunds, and
refund checks to be issued.
-Tax Register: summarizes tax totals by Customer-defined tax categories.
-Toll Airtime Summary: details toll and airtime messages, minutes, and
revenue by System ID (SID).
-Toll Register: details all toll calls billed to the subscribers during the
billing cycle.
-Unbillable Messages: lists messages which should be billed but can not be
assigned to an account for billing.
-Duplicate Calls: lists duplicate calls on xxxx cycle basis.
-Airtime Summary: summarized breakdown of airtime revenue and usage by rate
plans.
-Zero Airtime Summary: detailed summary of all subscribers who did not use
their wireless telecommunications phone in the last billing.
-Overseas Call Listing: detailed summary of all calls made to overseas
locations.
-Business Office Calls: provides a list of calls made to the office from
wireless telecommunications phone.
-Call Forwarding Calls: listing of call forwarding subscribers messages.
-Free 911 Report: listing of subscribers who have called 911 from their
wireless telecommunications phones.
-Calls From the Business Office: listing of calls made from the business
office to wireless telecommunications phones.
16
-Pre-billing Balance Report: provides income and accounts receivable summary
of all revenue activity.
-Billing Exceptions Summary: summary of all billable messages which were
rerated or not billed for a variety of listed reasons.
-Applied Cash: listing of all payments processed for the billing cycle.
-Revenue By Item Report: new service charge revenue billed during current
billing cycle.
-Revenue By Non-Recurring Code: detailed information on non-recurring
changes at billing time.
-Deposit Report: Listing of each deposit currently residing in the billing
system.
-Commission Report: listing of commissionable phone sales and service
activity recorder.
-Phone Sales Report: listing of phone sales or leases which have been made
in the current billing cycle.
2) Periodic Reports
----------------
-Adjustment/Miscellaneous Charges Pre-Journalization: summarizes all
adjustments by Customer defined accounting categories.
-Cash Journal: summarizes all cash transactions by Customer defined
accounting categories.
-Cash Report: details all cash transactions received in a transmission and
whether the transaction was applied to a subscriber account or placed on
the hold file as unapplied.
-CIF Applied Changes: details all service orders, adjustments and cash
transactions received in a transmission
-CIF Exception Report: details all service orders in a transmission which
have been rejected and the reason for the rejection.
-Input Control Total Report: summarizes all revenue received in a
transmission, include recurring and nonrecurring revenue, all cash
transactions, and all fractional revenue calculations.
-Load Program Exception Report: details and then summarizes call records
from all billing input tapes which will be dropped and are available for
billing.
-Message Master File Listing: summarizes on a billing cycle-to-date basis
and call records which have not been dropped and are available for billing.
-Message Without Account Report: summarizes all call records which cannot be
billed due to the absence of an associated subscriber account record or
call routing information.
-Rating Error Report: details toll calls which would not be rated due to
incorrect information in the call record
-Table Maintenance Report: details all changes which have been made to the
Customer's data tables since the last table change update
17
-Transmittal Summary: summarizes all call records received on billing input
tapes.
2) TOLL RATING
-----------
Calls terminating outside the Customer's designated local calling area are
defined as toll calls. These calls are rated according to the industry
standard long distance tariffs or Customer supplied tariffs, whichever is
applicable. Calls terminating within the Customer's designated local
calling area that require the application of land line charges not
associated with local (airtime) usage are defined as Message Units.
3) ROAMER MESSAGE PROCESSING
-------------------------
Customers may choose the massage clearing frequency of roamer outcollect
messages. Price includes tape charges and all roamer reporting. Roamer
outcollect messages are supplied in standard CIBER format to all designated
clearinghouses/vendors. Intra-company messages (local roaming) will be
processed with no batch charge.
Standard Roamer Reports include:
--------------------------------
-Incoming Batch Detail Report: details an incollect batch, including a
breakdown of records and revenues which were received by UNIBILL. These
records may include records which are being returned to UNIBILL by a
foreign carrier or clearinghouse for failure to satisfy their incollect
edits.
-Outgoing Batch Detail Report: details an outcollect batch, including a
breakdown of records and revenues which were sent by UNIBILL. These records
may include records which are being returned to a foreign carrier or
clearinghouse for failure to satisfy UNIBILL's incollect edits.
-Rejected Messages Detail Report: details all incollect records which have
been rejected by UNIBILL and the reason for the rejection.
-Returned Messages Detail Report: details all outcollect messages which have
been returned to UNIBILL by a foreign carrier or clearinghouse
-Roamer Agreement Activity Report: summarizes all incollect and rejection
activity as well as all outcollect and return activity between two wireless
telecommunications carriers for a given period of time, usually one
calendar month or one billing cycle.
-Summary of Batches Received: provides a monthly or billing cycle recap of
all incollect records sent to UNIBILL by a foreign carrier as well as all
outcollect messages which have been rejected and returned by the foreign
carrier
-Summary of Batches Sent: provides a monthly or billing cycle recap of all
outcollect records sent by UNIBILL to a foreign carrier as well as all
incollect records that have been rejected and returned by UNIBILL to that
foreign carrier
-Summary of Batches Exchanged: summary of all incollect and outcollect
activity between two wireless telecommunications carriers during a specific
period of time. listing of all agreements company has with other carriers.
18
-Roamer Agreements Report: listing of all carriers with whom company has a
roaming agreement and applicable rates
-Incoming Roamer Calls Report: summary of the incollect roaming calls which
are rerated when received by UNIBILL.
4) TREATMENT NOTICES
-----------------
Customer will be responsible for generating collection notices for those
subscribers who have not paid their bills within an expected period of
time. Any treatment notices requested to be prepared by UNIBILL shall incur
a separate charge as specified in Schedule "B". This includes all standard
stock forms as well as mailing and return envelopes, the insertion of forms
into mailing envelopes, and mailing by UNIBILL.
5) XXXX INQUIRY OPTIONS
--------------------
Customers may choose one of two methods by which to provide office personnel
with the capability of viewing subscriber bills for inquiry purposes. These
options are:
a) Paper copy of the subscriber bills;
b) Optical Disk Storage System.
6) DATA TRANSFER
-------------
UNIBILL uses an on-line centralized processing system to allow customer
access to data information and billing records. This process allows the
immediate transfer of data to and from a customer's CRT/printer.
7) XXXX INSERTS No Charge
------------
Customers may include billing inserts with their subscriber bills which are
produced on other than standard xxxx forms provided the inserts meet
established UNIBILL criteria for size, weight and format. Insert
specifications are available upon request.
8) LABELS
------
Standard 15/16" x 3 1/2" mailing labels generated from the Customer's
Subscriber Master File are available through UNIBILL. The cost of all
labels is included in this price. Labels may' also be produced using the
Forms Generator Feature of the UNIBILL Subscriber Management System.
9) CONSULTATION
------------
Customer will be responsible consulting expense such as, but are not limited
to, all travel, travel related and accommodation expenses At your request,
we will provide and estimate to you prior to a visit of the fee for
consultant services based on the rates listed in schedule "B".
10) CUSTOMIZING/PROGRAMMING CHARGES
-------------------------------
On occasion, Customers may require changes to UNIBILL software to satisfy a
requirement. UNIBILL will make every effort to modify its software to meet
these requirements within a reasonable period of time at the rates set forth
for consulting services. This policy includes but is not limited to those
requirements, which in the sole judgment of UNIBILL, are outside of the
19
normal requirements for wireless telecommunications companies and/ or have
no utility to other UNIBILL customers. Reasonable travel expenses, should
travel be required to fulfill any of these requirements, will be billed
separately. All programming requests must be in writing and the request
approved by the appropriate managers of both parties. Included in with the
billing fee is 20 hours per calendar month of MIS project programmer time.
All project development time for projects completed in any calendar month by
UNIBILL in excess of the 20 hour per month limit will be billed to the
customer at the rate specified in Schedule "B".
11) CONVERSION FEE
--------------
Upon written confirmation of a Customer's intention to begin utilizing
UNIBILL's subscriber billing services, we will schedule a conversion
meeting, usually at he Customer's site, to plan the activities, which are
necessary to convert the Customer's database and switch data (when
applicable) to UNIBILL's formats. In addition to all reasonable travel
expenses incurred by UNIBILL's personnel during visits to Customer sites
during the conversion period, a database conversion fees will apply. Prior
-------------------------------------
to commencing work on the conversion process a formal bid proposal will be
approved by customer The conversion fee based on standard "Consulting
Charges" found in Schedule "B" will cover special programming required to
enable input of message data from unsupported switch types into UNIBILL's
billing system. The conversion fee will also cover the cost to reformat
customer data in order for it to match existing UNIBILL formats. UNIBILL
will not accept conversion data which is proprietary to a third party.
12) RESELLER TAPES
--------------
Reseller billing tapes containing rated airtime and toll messages can be
produced by UNIBILL and delivered along with a summarized reseller invoice.
The charge for this service is specified in Schedule "B". This charge is in
addition to any reseller charges incurred in 1) or toll rating charges
incurred in 2).
13) DUPLICATE REPORTS
-----------------
Customers may request multiple paper copies of all billing cycle and periodic
reports.
14) CLOSED ACCOUNTS
---------------
Customers are responsible for instructing UNIBILL to purge subscriber
accounts which have been closed or "finaled" and have no outstanding
balance. UNIBILL can perform this service automatically on a regular basis
based on a Customer determined period of time. All zero-balance closed
accounts which have not been purged within six billing cycles of the current
xxxx cycle will be charged at the rate of $.10 per account per xxxx cycle
until purged.
15) MINIMUM CHARGES
---------------
A minimum charge of $1,000 per market per xxxx cycle is required. The number
of subscriber bills processed times the subscriber xxxx production rate
found in Schedule "B" plus any other billable charges are combined to
determine the applicability of a minimum charge.
20
SCHEDULE "B"
------------
UNIBILL PRICE CHART
For all services listed in Schedule "A" there is a flat rate of $2.50
per xxxx produced per month. The charge is assessed to every subscriber
record in the billing master file whose account was active or past due
until the record is purged from the billing system.
The fee charge by UNIBILL to the customer for consulting and/or
programming time is listed below:
Industry expert (outside consultant services) $70.00/hr
Technical support (programmer analyst) $34.00/hr
Customer support (programmer analyst) $34.00/hr
UNIBILL pricing is based on single xxxx multiple services invoicing
(i.e., convergence billing). The above specified rate is for a single xxxx
with one service. Additional phones can be added to a xxxx for an
additional $1.00 per phone. Billing for additional paging service (flat
rate service) will be charged a rate of $.75 per pager. Billing for any
flat voice mail service will be $.50 per service. Xxxx Internet access as
and addition to an existing xxxx will be $.50 for flat rate service and
$1.00 for usage sensitive service plans.
Data Processing charges used in providing and supporting Pay In
Advance or Prepaid Wireless Telecommunications service where no xxxx is
rendered to the subscriber will be $1.75 per active number regardless of
volume of usage.
Data provided on any magnetic or optical media for resellers, industry
surveys, inter-company data transfer or any other reasons that requires
work to be done out side the core billing function provided for in this
agreement will incur a $50 per tape, diskette, data transmission or any
other media charge.
Any expense incurred by UNIBILL to correct errors caused by inaccurate
data entry, switch malfunction or any other event beyond the control of
UNIBILL is billable to the customer.
Treatment notices, special mail-outs, marketing direct mail pieces and
any other materials produced by UNIBILL and mailed by UNIBILL will be
billable at a rate of $.60 per piece. Special notices or letters produced
by UNIBILL, but not posted and mailed, are subject to a time and materials
pricing. Bids to perform such work are available upon request.
Some expenses incurred by UNIBILL are billed on a pass through basis.
Such expenses are for courier service, third party software and
telecommunications services.
_____________ ________________
Initials Date
21
SCHEDULE C
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CUSTOMER INFORMATION
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Customer Service Center
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Customer Designated Agent
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