0000950144-06-008134 Sample Contracts

Contract
Agreement C0302362 • August 21st, 2006 • Verso Technologies Inc • Services-computer integrated systems design

THIS Amendment No. 1 (“Amendment”) to Agreement No. C0302362 (“Agreement”) is entered into effective as of the 25h day of August 2003 by and between Telesector Resources Group, Inc., d/b/a Verizon Services Group, a Delaware corporation with offices at 240 East 38th Street New York, NY 10016 on behalf of itself and for the benefit of its AFFILIATES, (hereinafter referred to as “Purchaser”) and XEL Communications Inc., a corporation with offices at 17101 East Ohio Dr., Aurora, CO, 80017 (hereinafter referred to as “Supplier”).

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Amendment to Loan Documents
Loan Agreement • August 21st, 2006 • Verso Technologies Inc • Services-computer integrated systems design

THIS AMENDMENT TO LOAN DOCUMENTS is entered into between Silicon Valley Bank (“Silicon”) and the borrower named above (“Borrower”).

Xel Communications, Inc. Amendment No. 3 2/18/04 VerizonAgreement No. C0302362
Product Purchase Agreement • August 21st, 2006 • Verso Technologies Inc • Services-computer integrated systems design

This Amendment No, 3 to Product Purchase Agreement No. C0302362 (Agreement) is entered into and made effective as of the 18th day of February, 2004, by and between XEL Communications Inc., a corporation, with offices at 17101 East Ohio Dr., Aurora, CO, 80017 (hereinafter called “Seller”) and Telesector Resources Group, Inc., d/b/a Verizon Services Group, with an office at 240 East 38th Street, New York, New York 10016, on behalf of itself and for the benefit of its AFFILIATES, (herein referred to as “Purchaser”).

Xel Communications, Inc. Amendment No. 2 12/12/03 Agreement No. C0302362
Product Purchase Agreement • August 21st, 2006 • Verso Technologies Inc • Services-computer integrated systems design

This Amendment No. 2 to Product Purchase Agreement No. C0302362 (Agreement) is entered into and made effective as of the 12th day of December, 2003, by and between XEL Communications Inc., a corporation, with offices at 17101 East Ohio Dr., Aurora, CO, 80017 (hereinafter called “Seller”) and Telesector Resources Group, Inc., d/b/a Verizon Services Group, with an office at 240 East 38th Street, New York, New York 10016, on behalf of itself and for the benefit of its AFFILIATES, (herein referred to as “Purchaser”).

Amendment No. 6 To Product Purchase Agreement Between Telesector Resources Group, Inc., d/b/a/ Verizon Services Group, And XEL Communications, Inc.
Product Purchase Agreement • August 21st, 2006 • Verso Technologies Inc • Services-computer integrated systems design

This Amendment No. 6 (this “Amendment”) to Product Purchase Agreement No. C0302362, as previously amended by Amendment Nos. 1, 2, 3, 4 and 5 (collectively the “Agreement”), is entered into this 27th day of July, 2006, and made retroactively effective as of the June 16, 2006, (“the Effective Date of Amendment No. 6”), by and between Verso Verilink, LLC, a Georgia limited liability company, with offices at 400 Galleria Parkway, Suite 200, Atlanta, GA 30339 (hereinafter called “Supplier”) and Verizon Services Corp. , a Delaware corporation with an office at 240 East 38th Street, New York, New York 10016, on behalf of itself and for the benefit of its AFFILIATES, (herein referred to as “Purchaser”).

CONTRACT
Sales Contract • August 21st, 2006 • Verso Technologies Inc • Services-computer integrated systems design • Mississippi

THIS CONTRACT (the “Agreement”) is entered into this 17th day of June, 2006 and shall be effective as of the Effective Date (as hereinafter defined) by and among VERSO TECHNOLOGIES, INC., 400 Galleria Parkway, Suite 200, Atlanta, Georgia 30339, hereinafter sometimes called “VERSO,” VERSO VERILINK, LLC, 400 Galleria Parkway, Suite 200, Atlanta, Georgia 30339, a wholly-owned subsidiary of VERSO, hereinafter sometimes called “VV” and together with VERSO, the “VERSO Parties”, and CM SOLUTIONS, INC., 2674 South Harper Road, Corinth, Mississippi, 38834, hereinafter sometimes called “CM.”

Verilink Corporation Amendment No. 5 3/4/05 Agreement No. C0302362
Product Purchase Agreement • August 21st, 2006 • Verso Technologies Inc • Services-computer integrated systems design

This Amendment No. 5 to Product Purchase Agreement No. C0302362 (Agreement) is entered into and made effective as of the 4th day of March, 2005, by and between Verilink Corporation., a corporation, with offices at 11551 East Arapahoe Road, Suite 150 (hereinafter called “Seller”) and Telesector Resources Group, Inc., a Delaware corporation with offices at 240 East 38th Street, New York, New York 10016, d/b/a Verizon Services Group, on behalf of itself and for the benefit of its AFFILIATES, (herein referred to as “Purchaser”).

AGREEMENT OF SOFTWARE DEVELOPMENT
Software Development Agreement • August 21st, 2006 • Verso Technologies Inc • Services-computer integrated systems design • London

Elitecore Technologies Limited, an Indian Company, located at 904, Silicon Tower, Behind pariseema Building, off C.G.Road, Ahmedabad — 380006 (hereinafter referred to as “Elitecore”) of One Part;

MANUFACTURING AGREEMENT
Manufacturing Agreement • August 21st, 2006 • Verso Technologies Inc • Services-computer integrated systems design • Alabama

This MANUFACTURING AGREEMENT is entered into as of this 12th day of July 2006 by and between CM Solutions Corporation, a Mississippi corporation, whose principal place of business is located at 2674 South Harper Rd, Corinth, MS 38834 (hereinafter referred to as “Manufacturer”), and Verso Technologies, Inc., a Minnesota corporation, and Verso Verilink, LLC, a Georgia limited liability company, each having its principal office at 400 Galleria Parkway Suite 200 Atlanta, Georgia 30339 (hereinafter referred to collectively as “Purchaser”).

Amendment No. 4 to Contract No. C0302362
Contract No. C0302362 • August 21st, 2006 • Verso Technologies Inc • Services-computer integrated systems design

This Amendment Number 4 to Contract No. C0302362 is entered into this 10th day of November, 2004 (the “Effective Date”), by and between Telesector Resources Group, Inc., a Delaware corporation with offices at 240 East 38th Street, New York, NY 10016 d/b/a Verizon Services Group, on behalf of itself and for the benefit of its Affiliate Verizon Laboratories Incorporated (hereinafter referred to as “Verizon”) and Verilink Corporation, a Delaware corporation with offices at 17101 East Ohio Dr., Aurora, CO 80017 (hereinafter “Supplier”) (collectively referred to herein as the “Parties”).

Contract
Purchase Agreement • August 21st, 2006 • Verso Technologies Inc • Services-computer integrated systems design • New York

THIS Agreement (“Agreement”) is entered into effective as of the 19th day of June 2003 by and among Telesector Resources Group, Inc., d/b/a Verizon Services Group, a Delaware corporation with offices at 240 East 38th Street New York, NY 10016 on behalf of itself and for the benefit of their AFFILIATES, (hereinafter referred to as “Purchaser”) and XEL Communications Inc., a corporation with offices at 17101 East Ohio Dr., Aurora, CO, 80017 (hereinafter referred to as “Supplier”). Under the Agreement, Purchaser and any AFFILIATE, which directly places an Order or for whom Purchaser places an Order, agree to purchase and Supplier agrees to sell PRODUCTS, SERVICES and DOCUMENTATION and to license SOFTWARE and RELATED DOCUMENTATION when ordered by Purchaser in accordance with the terms and conditions stated in this Agreement.

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